0001104659-20-113498.txt : 20201008 0001104659-20-113498.hdr.sgml : 20201008 20201008173801 ACCESSION NUMBER: 0001104659-20-113498 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20201006 FILED AS OF DATE: 20201008 DATE AS OF CHANGE: 20201008 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WYNNEFIELD PARTNERS SMALL CAP VALUE LP CENTRAL INDEX KEY: 0000899083 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-08443 FILM NUMBER: 201231650 BUSINESS ADDRESS: STREET 1: 450 SEVENTH AVENUE STREET 2: SUITE 509 CITY: NEW YORK STATE: NY ZIP: 10123 BUSINESS PHONE: 212-760-0814 MAIL ADDRESS: STREET 1: 450 SEVENTH AVENUE STREET 2: SUITE 509 CITY: NEW YORK STATE: NY ZIP: 10123 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WYNNEFIELD PARTNERS SMALL CAP VALUE LP I CENTRAL INDEX KEY: 0001251565 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-08443 FILM NUMBER: 201231651 BUSINESS ADDRESS: STREET 1: 450 SEVENTH AVENUE STREET 2: SUITE 509 CITY: NEW YORK STATE: NY ZIP: 10123 BUSINESS PHONE: 212-760-0814 MAIL ADDRESS: STREET 1: 450 SEVENTH AVENUE STREET 2: SUITE 509 CITY: NEW YORK STATE: NY ZIP: 10123 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND LTD CENTRAL INDEX KEY: 0001030806 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-08443 FILM NUMBER: 201231652 BUSINESS ADDRESS: STREET 1: 450 SEVENTH AVE STREET 2: STE 509 CITY: NEW YORK STATE: NY ZIP: 10123 BUSINESS PHONE: 2127600814 MAIL ADDRESS: STREET 1: 450 SEVENTH AVE STREET 2: STE 509 CITY: NEW YORK STATE: NY ZIP: 10123 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WYNNEFIELD CAPITAL MANAGEMENT LLC CENTRAL INDEX KEY: 0001056835 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-08443 FILM NUMBER: 201231653 BUSINESS ADDRESS: STREET 1: 450 SEVENTH AVE STREET 2: STE 509 CITY: NEW YORK STATE: NY ZIP: 10123 BUSINESS PHONE: 2127600814 MAIL ADDRESS: STREET 1: 450 SEVENTH AVE STREET 2: STE 509 CITY: NEW YORK STATE: NY ZIP: 10123 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WYNNEFIELD CAPITAL INC CENTRAL INDEX KEY: 0001251567 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-08443 FILM NUMBER: 201231654 BUSINESS ADDRESS: STREET 1: 450 SEVENTH AVE STREET 2: STE 509 CITY: NEW YORK STATE: NY ZIP: 10123 BUSINESS PHONE: 2129600814 MAIL ADDRESS: STREET 1: 450 SEVENTH AVE STREET 2: STE 509 CITY: NEW YORK STATE: NY ZIP: 10123 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Wynnefield Capital, Inc. Profit Sharing Plan CENTRAL INDEX KEY: 0001289453 STATE OF INCORPORATION: NY FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-08443 FILM NUMBER: 201231655 BUSINESS ADDRESS: STREET 1: 450 SEVENTH AVENUE STREET 2: SUITE 509 CITY: NEW YORK STATE: NY ZIP: 10123 BUSINESS PHONE: 212-760-0278 MAIL ADDRESS: STREET 1: 450 SEVENTH AVENUE STREET 2: SUITE 509 CITY: NEW YORK STATE: NY ZIP: 10123 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: OBUS NELSON CENTRAL INDEX KEY: 0001017043 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-08443 FILM NUMBER: 201231656 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LANDES JOSHUA CENTRAL INDEX KEY: 0001251568 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-08443 FILM NUMBER: 201231657 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: TELOS CORP CENTRAL INDEX KEY: 0000320121 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 520880974 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 19886 ASHBURN ROAD CITY: ASHBURN STATE: VA ZIP: 20147 BUSINESS PHONE: 7034716000 MAIL ADDRESS: STREET 1: 19886 ASHBURN ROAD CITY: ASHBURN STATE: VA ZIP: 20147 FORMER COMPANY: FORMER CONFORMED NAME: C3 INC DATE OF NAME CHANGE: 19920703 4 1 tm2032494-1_4.xml OWNERSHIP DOCUMENT X0306 4 2020-10-06 0 0000320121 TELOS CORP TLSRP 0000899083 WYNNEFIELD PARTNERS SMALL CAP VALUE LP 450 SEVENTH AVENUE SUITE 509 NEW YORK NY 10123 0 0 1 1 Member of 10% Group 0001251565 WYNNEFIELD PARTNERS SMALL CAP VALUE LP I 450 SEVENTH AVENUE SUITE 509 NEW YORK NY 10123 0 0 1 0 0001030806 WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND LTD 450 SEVENTH AVENUE SUITE 509 NEW YORK NY 10123 0 0 1 0 0001056835 WYNNEFIELD CAPITAL MANAGEMENT LLC 450 SEVENTH AVENUE SUITE 509 NEW YORK NY 10123 0 0 1 0 0001251567 WYNNEFIELD CAPITAL INC 450 SEVENTH AVENUE SUITE 509 NEW YORK NY 10123 0 0 1 0 0001289453 Wynnefield Capital, Inc. Profit Sharing Plan 450 SEVENTH AVENUE SUITE 509 NEW YORK NY 10123 0 0 1 0 0001017043 OBUS NELSON 450 SEVENTH AVENUE SUITE 509 NEW YORK NY 10123 0 0 1 0 0001251568 LANDES JOSHUA 450 SEVENTH AVENUE SUITE 509 NEW YORK NY 10123 0 0 1 0 Preferred Stock, par value $.01 per share 165760 D Preferred Stock, par value $.01 per share 261456 I See Footnote Preferred Stock, par value $.01 per share 112549 I See Footnote Preferred Stock, par value $.01 per share 15000 I See Footnote 12% Cumulative Exchangeable Redeemable Preferred Stock, par value $.01 per share (the "Preferred Stock"), of Telos Corporation (TLSRP) ("Telos"). The Partnership directly beneficially owns 165,760 shares of Preferred Stock. Wynnefield Capital Management, LLC ("WCM"), as the sole general partner of the Partnership, has an indirect beneficial ownership interest in the shares of Preferred Stock that the Partnership directly beneficially owns. Nelson Obus and Joshua Landes, as co-managing members of WCM, have an indirect beneficial ownership interest in the shares of Preferred Stock that the Partnership directly beneficially owns. Partnership-I directly beneficially owns 261,456 shares of Preferred Stock, to which the Partnership has an indirect beneficial ownership as members of a group under Section 13(d) of the Securities Exchange Act of 1934, as amended. Partnership-I, which maintains offices at the same address as the Reporting Person, is filing this statement jointly with the Reporting Person. WCM, as the sole general partner of Partnership-I has indirect beneficial ownership interest in the shares of Preferred Stock that Partnership-I directly beneficially owns. Mr. Obus and Mr. Landes, as co-managing members of WCM, have an indirect beneficial ownership interest in the shares of Preferred Stock that Partnership-I directly beneficially owns. The Fund directly beneficially owns 112,549 shares of Preferred Stock, to which the Partnership has an indirect beneficial ownership as members of a group under Section 13(d) of the Securities Exchange Act of 1934, as amended. The Fund, which maintains offices at the same address as the Reporting Person, is filing this statement jointly with the Reporting Person. Wynnefield Capital, Inc. ("WCI"), as the sole investment manager of the Fund, has an indirect beneficial ownership interest in the shares of Preferred Stock that the Fund directly beneficially owns. Mr. Obus and Mr. Landes, as principal executive officers of WCI, have an indirect beneficial ownership interest in the shares of Preferred Stock that the Fund directly beneficially owns. The Plan directly beneficially owns 15,000 shares of Preferred Stock, to which the Partnership has an indirect beneficial ownership as members of a group under Section 13(d) of the Securities Exchange Act of 1934, as amended. The Plan, which maintains offices at the same address as the Reporting Person, is filing this statement jointly with the Reporting Person. Wynnefield Capital, Inc. ("WCI"), as the sole investment manager of the Plan, has an indirect beneficial ownership interest in the 15,000 shares of Preferred Stock that the Plan directly beneficially owns. Mr. Obus and Mr. Landes, as principal executive officers of WCI, have an indirect beneficial ownership interest in the shares of Preferred Stock that the Plan directly beneficially owns. Mr. Obus and Mr. Landes disclaim beneficial ownership of the securities described in this statement, except to the extent of their individual pecuniary interest in such securities. The filing of this statement shall not be deemed an admission that Mr. Obus and Mr. Landes are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of any securities specified in this statement. On October 6, 2020, Wynnefield Partners Small Cap Value, L.P. (the "Partnership"), Wynnefield Partners Small Cap Value, L.P. I ("Partnership-I"), WynnefieldSmall Cap Value Offshore Fund (the "Fund") and Wynnefield Capital, Inc. Profit Sharing Plan (the "Plan") entered into a voting and support agreement with Telos and certain other holders of the Preferred Stock representing in the aggregate approximately thirty-two percent (32%) of the outstanding shares of Preferred Stock. No other transaction is reported herein. WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P., By: Wynnefield Capital Management, LLC, General Partner; By: /s/Nelson Obus, Managing Member 2020-10-08 WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P. I; By: Wynnefield Capital Management, LLC, General Partner; By: /s/Nelson Obus, Managing Member 2020-10-08 WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND, LTD., By: Wynnefield Capital, Inc.; By: /s/Nelson Obus, President 2020-10-08 WYNNEFIELD CAPITAL MANAGEMENT, LLC, /s/ Nelson Obus, Managing Member 2020-10-08 WYNNEFIELD CAPITAL, INC., /s/ Nelson Obus, President 2020-10-08 WYNNEFIELD CAPITAL, INC. PROFIT SHARING PLAN, /s/ Nelson Obus, Authorized Signatory 2020-10-08 /s/ Nelson Obus, Individually 2020-10-08 /s/ Joshua Landes, Individually 2020-10-08