0000921895-16-005256.txt : 20160728 0000921895-16-005256.hdr.sgml : 20160728 20160728171527 ACCESSION NUMBER: 0000921895-16-005256 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20160728 DATE AS OF CHANGE: 20160728 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: YuMe Inc CENTRAL INDEX KEY: 0001415624 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING AGENCIES [7311] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-87912 FILM NUMBER: 161791038 BUSINESS ADDRESS: STREET 1: 1204 MIDDLEFIELD ROAD CITY: Redwood City STATE: CA ZIP: 94063 BUSINESS PHONE: 650-591-9400 MAIL ADDRESS: STREET 1: 1204 MIDDLEFIELD ROAD CITY: Redwood City STATE: CA ZIP: 94063 FORMER COMPANY: FORMER CONFORMED NAME: Yume Inc DATE OF NAME CHANGE: 20071018 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: VIEX Capital Advisors, LLC CENTRAL INDEX KEY: 0001619125 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 825 THIRD AVENUE STREET 2: 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-752-5750 MAIL ADDRESS: STREET 1: 825 THIRD AVENUE STREET 2: 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: Vertex Capital Advisors, LLC DATE OF NAME CHANGE: 20140910 SC 13D/A 1 sc13da810114014_07282016.htm AMENDMENT NO. 8 TO THE SCHEDULE 13D sc13da810114014_07282016.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. 8)1

YuMe, Inc.
(Name of Issuer)

Common Stock, $.001 par value per share
(Title of Class of Securities)

98872B104
(CUSIP Number)
 
ERIC SINGER
VIEX CAPITAL ADVISORS, LLC
825 Third Avenue, 33rd Floor
New York, New York 10022
 
STEVE WOLOSKY, ESQ.
OLSHAN FROME WOLOSKY LLP
1325 Avenue of the Americas
New York, New York 10019
(212) 451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

July 26, 2016
(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. 98872B104
 
1
NAME OF REPORTING PERSON
 
VIEX Opportunities Fund, LP - Series One*
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
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
 
- 0 -
8
SHARED VOTING POWER
 
2,591,733
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
2,591,733
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,591,733
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
7.5%
14
TYPE OF REPORTING PERSON
 
PN
 
* This Series One is part of a series of VIEX Opportunities Fund, LP, a series limited partnership.
 
2
 
CUSIP NO. 98872B104
 
1
NAME OF REPORTING PERSON
 
VIEX Opportunities Fund, LP - Series Two*
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
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
 
- 0 -
8
SHARED VOTING POWER
 
561,269
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
561,269
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
561,269
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.6%
14
TYPE OF REPORTING PERSON
 
PN
 
* This Series Two is part of a series of VIEX Opportunities Fund, LP, a series limited partnership.
 
3
 
CUSIP NO. 98872B104
 
1
NAME OF REPORTING PERSON
 
VIEX Special Opportunities Fund II, LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
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
 
- 0 -
8
SHARED VOTING POWER
 
2,339,594
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
2,339,594
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,339,594
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
6.7%
14
TYPE OF REPORTING PERSON
 
PN

 
4
 
CUSIP NO. 98872B104
 
1
NAME OF REPORTING PERSON
 
VIEX GP, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
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
 
- 0 -
8
SHARED VOTING POWER
 
3,153,002
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
3,153,002
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,153,002
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
9.1%
14
TYPE OF REPORTING PERSON
 
OO

 
5
 
CUSIP NO. 98872B104
 
1
NAME OF REPORTING PERSON
 
VIEX Special Opportunities GP II, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
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
 
- 0 -
8
SHARED VOTING POWER
 
2,339,594
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
2,339,594
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,339,594
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
6.7%
14
TYPE OF REPORTING PERSON
 
OO

 
6
 
CUSIP NO. 98872B104
 
1
NAME OF REPORTING PERSON
 
VIEX Capital Advisors, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
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
 
- 0 -
8
SHARED VOTING POWER
 
5,492,596
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
5,492,596
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
5,492,596
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
15.8%
14
TYPE OF REPORTING PERSON
 
IA

 
7
 
CUSIP NO. 98872B104
 
1
NAME OF REPORTING PERSON
 
Eric Singer
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
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
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
5,492,596
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
5,492,596
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
5,492,596
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
15.8%
14
TYPE OF REPORTING PERSON
 
IN

 
8
 
CUSIP NO. 98872B104
 
The following constitutes Amendment No. 8 to the Schedule 13D filed by the undersigned (the “Amendment No. 8”). This Amendment No. 8 amends the Schedule 13D as specifically set forth herein.

Item 4.
Purpose of Transaction.
 
 
Item 4 is hereby amended to add the following:
 
On May 27, 2016, Eric Singer and Elias Nader were elected in a contested election to the Board with overwhelming stockholder support, receiving approximately 80% of the votes cast at the 2016 Annual Meeting of Stockholders (the “2016 Annual Meeting”).  At the 2016 Annual Meeting, Mr. Singer called for a Board meeting to carry out the stockholder mandate evident by the voting results of the 2016 Annual Meeting.  To the detriment of stockholders, the lead independent director, Daniel Springer, and Jayant Kadambi, the Chairman of the Board, each of whom are the only persons authorized to call meetings of the Board, refused to call a Board meeting until August.
 
Immediately following the 2016 Annual Meeting, Mr. Singer requested various books and records of the Issuer to fulfill his fiduciary duty as a director and the stockholder mandate.  Initially, the Issuer was largely unresponsive to Mr. Singer’s requests, forcing Mr. Singer to take legal action in his capacity as a director to compel the Issuer to provide the requested documentation.  As a result of the legal action, Mr. Singer began to receive a meaningful response to his books and records request.  Mr. Singer undertook a comprehensive review of the documentation provided and identified key issues that required immediate attention by the Board.  Mr. Singer detailed in writing these issues to the full Board and once again called for a Board meeting to be scheduled to address these matters and other concerns raised by the Reporting Persons and other stockholders.  Mr. Singer sought to find a path forward to profitability and pressed upon the full Board the need to act quickly.
 
In response, Mr. Kadambi scheduled a short Board call for late July, but the agenda did not include a substantive discussion of any of these important issues.  What is equally troubling is that with the exception of one incumbent director, no other incumbent director seemed troubled by the detailed issues raised by Mr. Singer in his lengthy communications to the Board.  Even upon receipt of two public letters from two separate stockholders, in which such other stockholders called for the resignation of Mr. Springer, the separation of the Chairman and CEO roles, the formation of a special committee of independent directors to review strategic alternatives and for the Board to take immediate action to address the other issues facing the Issuer, the incumbent Board remained largely unresponsive.  It seems apparent to the Reporting Persons that the majority of the incumbent Board is not receptive to stockholder concerns, does not share stockholders frustrations regarding the underperformance of the Issuer nor intends to deviate from the status quo.
 
Two months have now past since the 2016 Annual Meeting and the Board has not convened a meaningful meeting to discuss the Issuer’s strategy (or lack thereof), capital allocations, cost structure, executive compensation practices or disclosures.  Given the Board’s inaction to date, Mr. Singer believes the governance at the Issuer is severely deficient.  Other events confirm this conclusion.
 
Since his election, Mr. Singer has repeatedly requested that he be appointed to the Nominating and Governance Committee and Compensation Committee of the Board in advance of the meetings scheduled for August.  On July 26, 2016, the Chairman of the Nominating and Governance Committee, Adriel Lares, indicated that Mr. Singer would not be appointed to the Nominating and Governance Committee but would be appointed to the Compensation Committee, cementing the Reporting Persons’ belief that unless the Board is further reconstituted, the Board will remain inactive and unaccountable to stockholders.  For all of these reasons, the Reporting Persons intend to seek additional Board representation at the 2017 Annual Meeting of Stockholders, as it is apparent that this Board lacks the skills and drive to put the Issuer back on a path to profitability.
 
 
9
 
CUSIP NO. 98872B104
 
SIGNATURES
 
After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
 
Dated: July 28, 2016
 
  VIEX Opportunities Fund, LP – Series One
   
 
By:
 VIEX GP, LLC
General Partner
     
 
By:
 /s/ Eric Singer
   
Name:
 Eric Singer
   
Title:
 Managing Member

 
  VIEX Opportunities Fund, LP – Series Two
   
 
By:
 VIEX GP, LLC
General Partner
     
 
By:
 /s/ Eric Singer
   
Name:
 Eric Singer
   
Title:
 Managing Member

  VIEX GP, LLC
   
 
By:
 /s/ Eric Singer
   
Name:
 Eric Singer
   
Title:
 Managing Member

 
  VIEX Special Opportunities Fund II, LP
   
 
By:
 VIEX Special Opportunities GP II, LLC
General Partner
     
 
By:
 /s/ Eric Singer
   
Name:
 Eric Singer
   
Title:
 Managing Member

  VIEX Special Opportunities GP II, LLC
   
 
By:
 /s/ Eric Singer
   
Name:
 Eric Singer
   
Title:
 Managing Member
 
 
10
 
CUSIP NO. 98872B104
 
  VIEX Capital Advisors, LLC
   
 
By:
 /s/ Eric Singer
   
Name:
 Eric Singer
   
Title:
 Managing Member
 
   
  /s/ Eric Singer
  Eric Singer
 
 
11