UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
IEC Electronics Corp.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
44949L105
(CUSIP Number)
Vintage Capital Management, LLC
4705 S. Apopka Vineland Road, Suite 210
Orlando, FL 32819
(407) 909-8015
With a copy to:
Bradley L. Finkelstein
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, CA 94304
(650) 493-9300
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
August 14, 2014
(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: ¨
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.
* 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. 44949L105 | 13D | |
(1) NAMES OF REPORTING PERSONS Vintage Capital Management, 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 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 shares | ||
(8) SHARED VOTING POWER | ||
710,960 shares | ||
(9) SOLE DISPOSITIVE POWER | ||
0 shares | ||
(10) SHARED DISPOSITIVE POWER | ||
710,960 shares | ||
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 710,960 shares | ||
(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ¨ | ||
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.1%* | ||
(14) TYPE OF REPORTING PERSON (see instructions) OO | ||
* Percentage calculated based on 10,055,267 shares of common stock, par value $0.01 per share, outstanding as of August 1, 2014, as reported in the Form 10-Q for the quarterly period ended June 27, 2014 of IEC Electronics Corp.
Page 2 of 9 |
CUSIP No. 44949L105 | 13D | |
(1) NAMES OF REPORTING PERSONS Kahn Capital Management, 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 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 shares | ||
(8) SHARED VOTING POWER | ||
710,960 shares | ||
(9) SOLE DISPOSITIVE POWER | ||
0 shares | ||
(10) SHARED DISPOSITIVE POWER | ||
710,960 shares | ||
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 710,960 shares | ||
(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ¨ | ||
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.1%* | ||
(14) TYPE OF REPORTING PERSON (see instructions) OO | ||
* Percentage calculated based on 10,055,267 shares of common stock, par value $0.01 per share, outstanding as of August 1, 2014, as reported in the Form 10-Q for the quarterly period ended June 27, 2014 of IEC Electronics Corp.
Page 3 of 9 |
CUSIP No. 44949L105 | 13D | |
(1) NAMES OF REPORTING PERSONS Brian R. Kahn |
||
(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 BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨ | ||
(6) CITIZENSHIP OR PLACE OF ORGANIZATION United States of America | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
(7) SOLE VOTING POWER | |
0 shares | ||
(8) SHARED VOTING POWER | ||
710,960 shares | ||
(9) SOLE DISPOSITIVE POWER | ||
0 shares | ||
(10) SHARED DISPOSITIVE POWER | ||
710,960 shares | ||
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 710,960 shares | ||
(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ¨ | ||
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.1%* | ||
(14) TYPE OF REPORTING PERSON (see instructions) IN | ||
* Percentage calculated based on 10,055,267 shares of common stock, par value $0.01 per share, outstanding as of August 1, 2014, as reported in the Form 10-Q for the quarterly period ended June 27, 2014 of IEC Electronics Corp.
Page 4 of 9 |
Explanatory Note
This Amendment No. 2 (this “Amendment”) amends and supplements the Schedule 13D filed on February 13, 2014, as amended on May 28, 2014 (the “Schedule 13D”), by the Reporting Persons relating to the Common Stock of the Issuer. Information reported in the Schedule 13D remains in effect except to the extent that it is amended, restated or superseded by information contained in this Amendment. Capitalized terms used but not defined in this Amendment have the respective meanings set forth in the Schedule 13D. All references in the Schedule 13D and this Amendment to the “Statement” shall be deemed to refer to the Schedule 13D as amended and supplemented by this Amendment.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is amended and restated as follows:
All of the shares of Common Stock to which this Statement relates were purchased on behalf of the Accounts using the investment capital of the Accounts. The aggregate purchase price of the 710,960 shares of Common Stock acquired was approximately $2,702,000 (including brokerage commissions and transaction costs).
Item 4. Purpose of Transaction.
Item 4 is amended to add the following:
On August 14, 2014, Vintage Capital sent a letter to the Board of Directors of the Issuer. The letter is attached to this Statement as Exhibit 2 and is incorporated herein by reference.
Item 5. Interest in Securities of the Issuer.
Items 5(a), 5(b) and 5(c) are amended and restated as follows:
(a) and (b) The responses of the Reporting Persons to rows 7, 8, 9, 10, 11 and 13 on the cover pages of this Statement are incorporated herein by reference. As of the close of business on August 13, 2014, Vintage Capital beneficially owned 710,960 shares of Common Stock, representing approximately 7.1% of the outstanding shares of Common Stock. The percentage in this paragraph relating to beneficial ownership of Common Stock is based on 10,055,267 shares of Common Stock outstanding as of August 1, 2014, as reported in the Form 10-Q for the quarterly period ended June 27, 2014 of the Issuer.
Vintage Capital serves as investment adviser to the Accounts, and may be deemed to have beneficial ownership over the shares of Common Stock held for the Accounts.
Kahn Capital, as a member and the majority owner of Vintage Capital, may be deemed to have the power to direct the voting and disposition of the shares of Common Stock beneficially owned by Vintage Capital, and may be deemed to be the indirect beneficial owner of such shares. Kahn Capital disclaims beneficial ownership of such shares for all other purposes.
Mr. Kahn, as the manager of each of Vintage Capital and Kahn Capital, may be deemed to have the power to direct the voting and disposition of the shares of Common Stock beneficially owned by Vintage Capital, and may be deemed to be the indirect beneficial owner of such shares. Mr. Kahn disclaims beneficial ownership of such shares for all other purposes.
Page 5 of 9 |
To the knowledge of each of the Reporting Persons, other than as set forth above, none of the persons named in Item 2 is the beneficial owner of any shares of Common Stock.
(c) Except as set forth in Schedule A, none of the Reporting Persons has effected any transactions in the Common Stock in the last 60 days.
Item 7. Material to be Filed as Exhibits.
Item 7 is amended to add the following:
Exhibit Number | Description | |
2 | Letter to the Board of Directors of IEC Electronics Corp., dated August 14, 2014. |
Page 6 of 9 |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: August 14, 2014
VINTAGE CAPITAL MANAGEMENT, LLC | ||
By: | /s/ Brian R. Kahn | |
Name: Brian R. Kahn | ||
Title: Manager | ||
KAHN CAPITAL MANAGEMENT, LLC | ||
By: | /s/ Brian R. Kahn | |
Name: Brian R. Kahn | ||
Title: Manager | ||
/s/ Brian R. Kahn | ||
Brian R. Kahn |
Page 7 of 9 |
Schedule A
Transactions by the Reporting Persons in the Past 60 Days
Beneficial Ownership | Transaction Date | Purchase or Sale | Quantity | Price
per Share (excluding commission) | How Effected | |||||||||
Vintage Capital | 06/24/14 | Purchase | 7,267 | 4.2754 | Open Market | |||||||||
Vintage Capital | 06/26/14 | Purchase | 15,578 | 4.3999 | Open Market | |||||||||
Vintage Capital | 06/27/14 | Purchase | 47,942 | 4.3784 | Open Market |
Page 8 of 9 |
EXHIBIT INDEX
Exhibit Number | Description | |
2 | Letter to the Board of Directors of IEC Electronics Corp., dated August 14, 2014. |
Page 9 of 9 |
Exhibit 2
V I N T A G E C A P I T A L M A N A G E M E N T , L L C
4705 S. Apopka Vineland Road, Suite 210 | Orlando, FL 32819
August 14, 2014
IEC Electronics Corp.
105 Norton Street
Newark, NY 14513
Attn: W. Barry Gilbert, Chairman and Chief Executive Officer
Dear Members of the Board of Directors:
Funds managed by Vintage Capital Management, LLC beneficially own approximately 7.1% of the outstanding shares of IEC Electronics Corp. (“IEC”), making us the company’s largest stockholder.
Historically, we have viewed IEC as an attractive electronic manufacturing services company with an enviable and growing customer base. To this point, we have given the Board of Directors latitude for the mismanagement of the December, 2010 Southern California Braiding acquisition. We have also remained patient while IEC’s excuse-laden inability to grow resulted in IEC reinvesting free cash flow with suboptimal results and generating unacceptable stockholder returns. We have assumed that your complete lack of transparency, gamesmanship and bizarre evasiveness on quarterly earnings calls were driven by genuine concern for stockholders and not merely a desire to hide from them.
It now appears that we gave management and the Board of Directors the benefit of the doubt for too long.
We are shocked by the Board of Directors’ recent decision to adopt a tax benefit preservation plan. We view this plan—which is nothing more than a thinly disguised poison pill—as a blatant effort to entrench the Board and management in direct violation of your fiduciary duties to stockholders. The Board’s lack of confidence in its actions, and its commitment to poor governance, is evident in the decision not to put this poison pill to a stockholder vote at the next annual meeting. As a matter of good corporate governance, the poison pill should be rescinded immediately. It is unfortunate stockholders cannot adopt the same type of protection for themselves against inept stewards of their capital.
The decision to adopt a poison pill only furthers our belief that IEC would benefit substantially from new directors who are able to bring a fresh perspective to the Board of Directors. With an average tenure of over 11 years and one-third of the Board with a long tenure of over 20 year, we believe that it is long past due for significant change on the Board. IEC stockholders deserve a focused Board with a sense of urgency and mandate to maximize value immediately.
In light of your poor decision to adopt a poison pill, we strongly caution the Board of Directors against taking further entrenchment actions.
We will continue to monitor our investment and will not hesitate to take the necessary steps to increase stockholder value.
Very truly yours,
/s/ Jeremy Nowak
Jeremy Nowak
Partner
Vintage Capital Management LLC
Vintage Capital Management, LLC |
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