Katherine J. Blair
Manatt, Phelps & Phillips, LLP
11355 W. Olympic Blvd.,
Los Angeles, CA 90064
(310) 312-4252
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Alan M. Noskow
Manatt, Phelps & Phillips, LLP
1050 Connecticut Ave. NW, Suite 600
Washington, DC 20036
(202) 585-6525
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Transaction Valuation*
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Amount of Filing Fee**
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$3,754,827.60
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$467.48
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☒
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Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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Amount Previously Paid:
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$467.48
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Filing Party:
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Cartesian Holdings, Inc.
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Form or Registration No.:
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Schedule TO
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Date Filed:
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April 10, 2018
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☐
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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
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☒
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third-party tender offer subject to Rule 14d-1.
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☐
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issuer tender offer subject to Rule 13e-4.
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☐
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going-private transaction subject to Rule 13e-3.
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☒
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amendment to Schedule 13D under Rule 13d-2.
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1
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NAMES OF REPORTING PERSONS
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||||
Cartesian Holdings, LLC
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|||||
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
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(a)
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☐
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||
(b)
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☐
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||||
3
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SEC USE ONLY
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||||
4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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||||
OO
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|||||
5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
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☐
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|||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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||||
Delaware
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|||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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|||
None
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|||||
8
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SHARED VOTING POWER
|
||||
7,202,455 (1)
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|||||
9
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SOLE DISPOSITIVE POWER
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||||
None
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|||||
10
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SHARED DISPOSITIVE POWER
|
||||
7,202,455 (1)
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|||||
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||||
7,202,455 (1)(2)
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|||||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
|
|||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||||
76.7%
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|||||
14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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||||
OO
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|||||
1
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NAMES OF REPORTING PERSONS
|
||||
Cartesian Holdings, Inc.
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|||||
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
(a)
|
☐
|
||
(b)
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☐
|
||||
3
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SEC USE ONLY
|
||||
4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
||||
OO
|
|||||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
|
☐
|
|||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
|
||||
Delaware
|
|||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|||
7,202,455 (1)
|
|||||
8
|
SHARED VOTING POWER
|
||||
7,202,455 (1)
|
|||||
9
|
SOLE DISPOSITIVE POWER
|
||||
7,202,455 (1)
|
|||||
10
|
SHARED DISPOSITIVE POWER
|
||||
7,202,455 (1)
|
|||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||||
7,202,455 (1)
|
|||||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
☐
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||||
76.7%
|
|||||
14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
||||
CO
|
|||||
1
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NAMES OF REPORTING PERSONS
|
||||
Blackstreet Capital Holdings, LLC
|
|||||
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
(a)
|
☐
|
||
(b)
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☐
|
||||
3
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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
|
||||
7,202,455 (1)
|
|||||
9
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SOLE DISPOSITIVE POWER
|
||||
None
|
|||||
10
|
SHARED DISPOSITIVE POWER
|
||||
7,202,455 (1)
|
|||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||||
7,202,455 (1)(2)
|
|||||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
☐
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||||
76.7%
|
|||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
||||
OO
|
|||||
1
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NAMES OF REPORTING PERSONS
|
||||
BCH Investors, LLC
|
|||||
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
(a)
|
☐
|
||
(b)
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☐
|
||||
3
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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
|
||||
7,202,455
|
|||||
9
|
SOLE DISPOSITIVE POWER
|
||||
None
|
|||||
10
|
SHARED DISPOSITIVE POWER
|
||||
7,202,455
|
|||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||||
7,202,455 (1)(2)
|
|||||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
☐
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||||
76.7%
|
|||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
||||
OO
|
|||||
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
|
||||
7,202,455
|
|||||
9
|
SOLE DISPOSITIVE POWER
|
||||
None
|
|||||
10
|
SHARED DISPOSITIVE POWER
|
||||
7,202,455
|
|||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||||
7,202,455 (1)(2)
|
|||||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
☐
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||||
76.7%
|
|||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
||||
OO
|
|||||
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
|
||||
7,202,455
|
|||||
9
|
SOLE DISPOSITIVE POWER
|
||||
None
|
|||||
10
|
SHARED DISPOSITIVE POWER
|
||||
7,202,455
|
|||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||||
7,202,455 (1)(2)
|
|||||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
☐
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||||
76.7%
|
|||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
||||
OO
|
|||||
CARTESIAN HOLDINGS, INC.
|
||
By:
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/s/ Murry Gunty
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Name:
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Murry Gunty
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Title:
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President
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CARTESIAN HOLDINGS, LLC
|
||
By:
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Blackstreet Capital Holdings, LLC, its Manager
|
|
By:
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/s/ Murry Gunty
|
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Name:
|
Murry Gunty
|
|
Title:
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Chief Executive Officer
|
|
BLACKSTREET CAPITAL HOLDINGS, LLC
|
||
By:
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/s/ Murry Gunty
|
|
Name:
|
Murry Gunty
|
|
Title:
|
Manager
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Exhibit No.
|
Description
|
(a)(1)(A)
|
Offer to Purchase, dated April 10, 2018.*
|
(a)(1)(B)
|
Letter of Transmittal.*
|
(a)(1)(C)
|
Notice of Guaranteed Delivery.*
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(a)(1)(D)
|
Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
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(a)(1)(E)
|
Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
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(a)(1)(F)
|
Press Release of Cartesian, Inc., dated March 22, 2018 (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 22, 2018).
|
(a)(1)(G)
|
Press Release dated April 10, 2018.*
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(d)(1)
|
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).
|
(d)(2)
|
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).
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(d)(3)
|
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).
|
(d)(4)
|
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).
|
(d)(5)
|
Debenture Agreement covering the Term Loan Note for Working Capital Note, dated March 27, 2018 and effective as of March 21, 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).
|
(d)(6)
|
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).
|
(d)(7)
|
Non-Disclosure Agreement, dated November 28, 2017, by and between Blackstreet Capital Holdings, LLC and Cartesian, Inc.*
|