1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
|
|
|||
Cartesian Holdings, 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 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
|
|
|
|
None
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
1,004,188
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
None
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
None
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
1,004,1881
|
|
|
|||
|
|
||||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
10.6%1
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
|
|
|||
Cartesian Holdings, Inc.
|
|
|
|||
|
|
||||
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 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
|
|
|
|
None
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
1,004,188
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
None
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
None
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
1,004,1882
|
|
|
|||
|
|
||||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
10.6%2
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
CO
|
|
|
|||
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
|
|
|||
Blackstreet Capital Holdings, 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 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
|
|
|
|
None
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
1,004,188
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
None
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
None
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
1,004,1883
|
|
|
|||
|
|
||||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
10.6%3
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
CO
|
|
|
|||
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
|
|
|||
BCH Investors, 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 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
|
|
|
|
None
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
1,004,188
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
None
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
None
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
1,004,1884
|
|
|
|||
|
|
||||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
10.6%4
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
CO
|
|
|
|||
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
|
|
|||
Blackstreet Capital Investors, 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 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
|
|
|
|
None
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
1,004,188
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
None
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
None
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
1,004,1885
|
|
|
|||
|
|
||||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
10.6%5
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
CO
|
|
|
|||
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
|
|
|||
Murry N. Gunty
|
|
|
|||
|
|
||||
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 IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Murry N. Gunty is a citizen of the Unites States of America.
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
None
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
1,004,188
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
None
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
None
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
1,004,1886
|
|
|
|||
|
|
||||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
10.6%6
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
IN
|
|
|
|||
|
|
Item 1. |
Security and Issuer
|
Item 2. |
Identity and Background
|
Item 3. |
Source and Amount of Funds or Other Consideration
|
Item 4. |
Purpose of Transaction
|
Item 5. |
Interest in Securities of the Issuer
|
Item 6. |
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
|
Item 7. |
Material to Be Filed as Exhibits
|
Joint Filing Agreement, dated as of April 10, 2018*
|
||
Exhibit 2:
|
Agreement and Plan of Merger, dated as of March 21, 2018, by and among Cartesian, Inc., Cartesian Holdings, LLC and Cartesian Holdings, Inc. (incorporated by reference to Exhibit 2.1 to the Current Report, on Form 8-K filed by Cartesian, Inc. with the Securities and Exchange Commission on March 21, 2018).
|
|
Exhibit 3:
|
Tender and Support Agreement, dated as of March 21, 2018, by and among Cartesian Holdings, LLC, Cartesian Holdings, Inc. and Certain Stockholders of Cartesian, Inc. (incorporated by reference to Exhibit 99.1 to the Current Report, on Form 8-K filed by Cartesian, Inc. with the Securities and Exchange Commission on March 21, 2018).
|
|
Exhibit 4:
|
Amendment No. 2 to Amended and Restated Rights Agreement, dated as of March 21, 2018, by and between Cartesian, Inc. and Computershare Trust Company, N.A. (incorporated by reference to Exhibit 4.1 to the Current Report, on Form 8-K filed by Cartesian, Inc. with the Securities and Exchange Commission on March 21, 2018).
|
|
Exhibit 5:
|
Term Loan Note for Working Capital, dated as of March 21, 2018, by and among Cartesian, Inc., Cartesian Holdings, LLC and Cartesian Holdings, Inc. (incorporated by reference to Exhibit 10.1 to the Current Report, on Form 8-K filed by Cartesian, Inc. with the Securities and Exchange Commission on March 21, 2018).
|
|
Exhibit 6:
|
Security Agreement, dated as of March 21, 2018, by and among Cartesian, Inc., Cambridge Strategic Management Group, Inc., TWG Consulting, Inc. and Auto Cash Financing, Inc. (incorporated by reference to Exhibit 10.2 to the Current Report, on Form 8-K filed by Cartesian, Inc. with the Securities and Exchange Commission on March 21, 2018).
|
|
Exhibit 7:
|
Debenture Agreement covering the Term Loan Note for Working Capital Note, dated as of March 27, 2018, by and among Cartesian Limited, Farncombe Technology Limited, Farncombe Engineering Services LTD, Cambridge Aventis Limited, and Auto Cash Financing, Inc. (incorporated by reference to Exhibit 10.3 to the Current Report, on Form 8-K filed by Cartesian, Inc. with the Securities and Exchange Commission on March 21, 2018).
|
*
|
Filed herewith.
|
CARTESIAN HOLDINGS, INC.
|
|||
By:
|
/s/ Murry Gunty
|
||
Name:
|
Murry Gunty
|
||
Title:
|
President
|
CARTESIAN HOLDINGS, LLC
|
|||
By:
|
Blackstreet Capital Holdings,
LLC, its Manager
|
By:
|
/s/ Murry Gunty
|
||
Name:
|
Murry Gunty
|
||
Title:
|
Chief Executive Officer
|
BLACKSTREET CAPITAL HOLDINGS, LLC
|
|||
By:
|
/s/ Murry Gunty
|
||
Name:
|
Murry Gunty
|
||
Title:
|
Manager
|
BLACKSTREET CAPITAL INVESTORS, LLC
|
|||
By:
|
/s/ Murry Gunty
|
||
Name:
|
Murry Gunty
|
||
Title:
|
Manager
|
BCH INVESTORS, LLC
|
|||
By:
|
/s/ Murry Gunty
|
||
Name:
|
Murry Gunty
|
||
Title:
|
Manager
|
/s/ Murry Gunty | |||
Murry Gunty |
Name
|
Position
|
|
Murry N. Gunty
|
President
|
|
Kevin Kuby
|
Director, Vice President and Secretary
|
|
David A. Hartman
|
Director and Treasurer
|
|
Jack Myers
|
Director
|
|
Ryan Scott
|
Director
|
Name
|
Position
|
|
Murry N. Gunty
|
Manager
|
|
Dennis A. Cahill
|
Manager
|
|
Stephen Chang
|
Manager
|
Name
|
Position
|
|
Murry N. Gunty
|
Chief Executive Officer
|
|
Robert Dragonette
|
Chief Financial Officer
|
|
Kevin Kuby
|
Executive Vice President and Chief Restructuring Officer
|
Name of Stockholder
|
Number of Shares
of Company
Common Stock
|
Company
Restricted Stock
Awards
|
Company Options
|
Susannah Hawkins
|
15,000
|
15,000*
|
0
|
William Hill
|
51,372
|
0
|
75,000
|
Dermod Ranaghan
|
24,199
|
0
|
0
|
Jim Serafin
|
0
|
0
|
0
|
Robert Currey
|
82,200
|
12,500
|
0
|
Donald J. Tringali
|
25,000
|
12,500
|
0
|
Tom Williams
|
20,000
|
12,500
|
0
|
Micky K Woo Trust UA 04/06/98
|
183,904
|
0
|
0
|
Micky K Woo Trust UA 04/06/98
|
3,750
|
0
|
0
|
Micky K Woo Trust UA 04/06/98
|
7,500
|
0
|
0
|
Micky K Woo Trust UA 04/06/98
|
3,750
|
0
|
0
|
Growth Unlimited Inc.(Jenifer C Woo)
|
1,200
|
0
|
0
|
Growth Unlimited Inc.(Jenifer C Woo)
|
13,800
|
0
|
0
|
Micky K Woo Vest 07/25/2018
|
0
|
12,500
|
0
|
Woo Family 2014 Irrevocable TR (Jenifer C Woo)
|
200,000
|
0
|
0
|
Peter Woodward
|
0
|
0
|
20,000
|
MHW Partners, L.P.
|
212,513
|
0
|
0
|
*
|
Restricted Stock Units
|
Exhibit 1:
|
Joint Filing Agreement, dated as of April 10, 2018*
|
|
Exhibit 2:
|
Agreement and Plan of Merger, dated as of March 21, 2018, by and among Cartesian, Inc., Cartesian Holdings, LLC and Cartesian Holdings, Inc. (incorporated by reference to Exhibit 2.1 to the Current Report, on Form 8-K filed by Cartesian, Inc. with the Securities and Exchange Commission on March 21, 2018).
|
|
Exhibit 3:
|
Tender and Support Agreement, dated as of March 21, 2018, by and among Cartesian Holdings, LLC, Cartesian Holdings, Inc. and Certain Stockholders of Cartesian, Inc. (incorporated by reference to Exhibit 99.1 to the Current Report, on Form 8-K filed by Cartesian, Inc. with the Securities and Exchange Commission on March 21, 2018).
|
|
Exhibit 4:
|
Amendment No. 2 to Amended and Restated Rights Agreement, dated as of March 21, 2018, by and between Cartesian, Inc. and Computershare Trust Company, N.A. (incorporated by reference to Exhibit 4.1 to the Current Report, on Form 8-K filed by Cartesian, Inc. with the Securities and Exchange Commission on March 21, 2018).
|
|
Exhibit 5:
|
Term Loan Note for Working Capital, dated as of March 21, 2018, by and among Cartesian, Inc., Cartesian Holdings, LLC and Cartesian Holdings, Inc. (incorporated by reference to Exhibit 10.1 to the Current Report, on Form 8-K filed by Cartesian, Inc. with the Securities and Exchange Commission on March 21, 2018).
|
|
Exhibit 6:
|
Security Agreement, dated as of March 21, 2018, by and among Cartesian, Inc., Cambridge Strategic Management Group, Inc., TWG Consulting, Inc. and Auto Cash Financing, Inc. (incorporated by reference to Exhibit 10.2 to the Current Report, on Form 8-K filed by Cartesian, Inc. with the Securities and Exchange Commission on March 21, 2018).
|
|
Exhibit 7:
|
Debenture Agreement covering the Term Loan Note for Working Capital Note, dated as of March 27, 2018, by and among Cartesian Limited, Farncombe Technology Limited, Farncombe Engineering Services LTD, Cambridge Aventis Limited, and Auto Cash Financing, Inc. (incorporated by reference to Exhibit 10.3 to the Current Report, on Form 8-K filed by Cartesian, Inc. with the Securities and Exchange Commission on March 21, 2018).
|
*
|
Filed herewith.
|
CARTESIAN HOLDINGS, INC.
|
|||
By:
|
/s/ Murry Gunty
|
||
Name:
|
Murry Gunty
|
||
Title:
|
President
|
CARTESIAN HOLDINGS, LLC
|
|||
By:
|
Blackstreet Capital Holdings,
LLC, its Manager
|
By:
|
/s/ Murry Gunty
|
||
Name:
|
Murry Gunty
|
||
Title:
|
Chief Executive Officer
|
BLACKSTREET CAPITAL HOLDINGS, LLC
|
|||
By:
|
/s/ Murry Gunty
|
||
Name:
|
Murry Gunty
|
||
Title:
|
Manager
|
BLACKSTREET CAPITAL INVESTORS, LLC
|
|||
By:
|
/s/ Murry Gunty
|
||
Name:
|
Murry Gunty
|
||
Title:
|
Manager
|
BCH INVESTORS, LLC
|
|||
By:
|
/s/ Murry Gunty
|
||
Name:
|
Murry Gunty
|
||
Title:
|
Manager
|
/s/ Murry Gunty | |||
Murry Gunty |