0001915673-23-000018.txt : 20230330 0001915673-23-000018.hdr.sgml : 20230330 20230330172642 ACCESSION NUMBER: 0001915673-23-000018 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20230330 DATE AS OF CHANGE: 20230330 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SERVOTRONICS INC /DE/ CENTRAL INDEX KEY: 0000089140 STANDARD INDUSTRIAL CLASSIFICATION: CUTLERY, HANDTOOLS & GENERAL HARDWARE [3420] IRS NUMBER: 160837866 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-32675 FILM NUMBER: 23781917 BUSINESS ADDRESS: STREET 1: 1110 MAPLE ST CITY: ELMA STATE: NY ZIP: 14059 BUSINESS PHONE: 7166335990 MAIL ADDRESS: STREET 1: P O BOX 300 CITY: ELMA STATE: NY ZIP: 14059-0300 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Star Equity Fund, LP CENTRAL INDEX KEY: 0001915673 IRS NUMBER: 301164184 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 53 FOREST AVENUE, SUITE 101 CITY: OLD GREENWICH STATE: CT ZIP: 06870 BUSINESS PHONE: (203) 489-9500 MAIL ADDRESS: STREET 1: 53 FOREST AVENUE, SUITE 101 CITY: OLD GREENWICH STATE: CT ZIP: 06870 SC 13D/A 1 svt3302023.htm SC 13D/A Document

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
______________

SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)

(Amendment No. 3)1

Servotronics, Inc.
(Name of Issuer)

Common Stock, par value $0.20 per share
(Title of Class of Securities)

817732100
(CUSIP Number)


JEFFREY E. EBERWEIN
STAR EQUITY FUND, LP
53 Forest Avenue, Suite 101
Old Greenwich, Connecticut 06870
(203) 489-9504
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

March 30, 2023
(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 Rule 13d-1(e), 13d-1(f) or 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 Rule 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, as amended (“Exchange 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. 817732100

1
NAME OF REPORTING PERSONS

STAR EQUITY FUND, LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a) ☒
(b) ☐
3SEC 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 WITH7
SOLE VOTING POWER

135,000
8
SHARED VOTING POWER

- 0 -
9
SOLE DISPOSITIVE POWER

135,000
10
SHARED DISPOSITIVE POWER

- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

135,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES☐
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

5.38%
14
TYPE OF REPORTING PERSON

PN

2

CUSIP No. 817732100

1
NAME OF REPORTING PERSONS

STAR EQUITY FUND GP, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a) ☒
(b) ☐
3SEC 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 WITH7
SOLE VOTING POWER

135,000
8
SHARED VOTING POWER

- 0 -
9
SOLE DISPOSITIVE POWER

135,000
10
SHARED DISPOSITIVE POWER

- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

135,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES☐
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

5.38%
14
TYPE OF REPORTING PERSON

OO


3

CUSIP No. 817732100

1
NAME OF REPORTING PERSONS

STAR INVESTMENT MANAGEMENT, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a) ☒
(b) ☐
3SEC 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

CONNECTICUT
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH7
SOLE VOTING POWER

135,000
8
SHARED VOTING POWER

- 0 -
9
SOLE DISPOSITIVE POWER

135,000
10
SHARED DISPOSITIVE POWER

- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

135,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES☐
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

5.38%
14
TYPE OF REPORTING PERSON

OO


4

CUSIP No. 817732100

1
NAME OF REPORTING PERSONS

STAR EQUITY HOLDINGS, INC.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a) ☒
(b) ☐
3SEC USE ONLY
4
SOURCE OF FUNDS
AF, 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 WITH7
SOLE VOTING POWER

135,000
8
SHARED VOTING POWER

- 0 -
9
SOLE DISPOSITIVE POWER

135,000
10
SHARED DISPOSITIVE POWER

- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

135,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES☐
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

5.38%
14
TYPE OF REPORTING PERSON

CO


5

CUSIP No. 817732100

1
NAME OF REPORTING PERSONS

JEFFREY E. EBERWEIN
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a) ☒
(b) ☐
3SEC USE ONLY
4
SOURCE OF FUNDS
AF, PF
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 WITH7
SOLE VOTING POWER

135,000
8
SHARED VOTING POWER

- 0 -
9
SOLE DISPOSITIVE POWER

135,000
10
SHARED DISPOSITIVE POWER

- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

135,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES☐
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

5.38%
14
TYPE OF REPORTING PERSON

IN


6

CUSIP No. 817732100

1
NAME OF REPORTING PERSONS

STAR VALUE, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a) ☒
(b) ☐
3SEC 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 WITH7
SOLE VOTING POWER

135,000
8
SHARED VOTING POWER

- 0 -
9
SOLE DISPOSITIVE POWER

135,000
10
SHARED DISPOSITIVE POWER

- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

135,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES☐
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

5.38%
14
TYPE OF REPORTING PERSON

OO



















7

CUSIP No. 817732100
1
NAME OF REPORTING PERSONS

HANNAH M. BIBLE
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a) ☒
(b) ☐
3SEC USE ONLY
4
SOURCE OF FUNDS

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
7
SOLE VOTING POWER

-0-
8
SHARED VOTING POWER

- 0 -
9
SOLE DISPOSITIVE POWER

-0-
10
SHARED DISPOSITIVE POWER

- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

-0-
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES☐
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0%
14
TYPE OF REPORTING PERSON

IN



















8

CUSIP No. 817732100

1
NAME OF REPORTING PERSONS

BASHARA (BO) BOYD
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a) ☒
(b) ☐
3SEC USE ONLY
4
SOURCE OF FUNDS

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 WITH7
SOLE VOTING POWER

-0-
8
SHARED VOTING POWER

- 0 -
9
SOLE DISPOSITIVE POWER

-0-
10
SHARED DISPOSITIVE POWER

- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

-0-
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES☐
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0%
14
TYPE OF REPORTING PERSON

IN


















9

CUSIP No. 817732100


1
NAME OF REPORTING PERSONS

RICHARD K. COLEMAN, JR.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a) ☒
(b) ☐
3SEC USE ONLY
4
SOURCE OF FUNDS

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 WITH7
SOLE VOTING POWER

-0-
8
SHARED VOTING POWER

- 0 -
9
SOLE DISPOSITIVE POWER

-0-
10
SHARED DISPOSITIVE POWER

- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

-0-
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES☐
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0%
14
TYPE OF REPORTING PERSON

IN

















10

CUSIP No. 817732100

1
NAME OF REPORTING PERSONS

JOHN W. GILDEA
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a) ☒
(b) ☐
3SEC USE ONLY
4
SOURCE OF FUNDS

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 WITH7
SOLE VOTING POWER

-0-
8
SHARED VOTING POWER

- 0 -
9
SOLE DISPOSITIVE POWER

-0-
10
SHARED DISPOSITIVE POWER

- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

-0-
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES☐
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0%
14
TYPE OF REPORTING PERSON

IN


















11

CUSIP No. 817732100

1
NAME OF REPORTING PERSONS

ROBERT G. PEARSE
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a) ☒
(b) ☐
3SEC USE ONLY
4
SOURCE OF FUNDS

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 WITH7
SOLE VOTING POWER

-0-
8
SHARED VOTING POWER

- 0 -
9
SOLE DISPOSITIVE POWER

-0-
10
SHARED DISPOSITIVE POWER

- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

-0-
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES☐
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0%
14
TYPE OF REPORTING PERSON

IN


















12

CUSIP No. 817732100

1
NAME OF REPORTING PERSONS

G. MARK POMEROY
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a) ☒
(b) ☐
3SEC USE ONLY
4
SOURCE OF FUNDS

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 WITH7
SOLE VOTING POWER

-0-
8
SHARED VOTING POWER

- 0 -
9
SOLE DISPOSITIVE POWER

-0-
10
SHARED DISPOSITIVE POWER

- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

-0-
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES☐
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0%
14
TYPE OF REPORTING PERSON

IN


















13

CUSIP No. 817732100


The following constitutes Amendment No. 3 ("Amendment No. 3") to the 13D filed by the undersigned on November 14, 2022 (the "Schedule 13D"). This Amendment No. 3 amends the Schedule 13D as specifically set forth herein.


Item 2.        Identity and Background.

Item 2 is hereby amended to add the following:

As discussed in greater detail in Item 4 below, in connection with the withdrawal of certain of Star Equity Fund’s nominees for election at the Issuer’s 2023 annual meeting of stockholders (the “Annual Meeting”), Hannah M. Bible, Bashara C. Boyd, John W. Gildea and Robert G. Pearse are no longer members of the Section 13(d) group and shall cease to be Reporting Persons immediately upon the filing of this Amendment No. 3 to the Schedule 13D. The remaining Reporting Persons will continue filing statements on Schedule 13D with respect to their beneficial ownership of securities of the Issuer to the extent required by applicable law. Each of the remaining Reporting Persons is party to the Joint Filing and Solicitation Agreement, as further described in Item 6 below.

Item 4.     Purpose of Transaction.

Item 4 is hereby amended to add the following:

On March 30, 2023, Star Equity Fund issued a press release ("March 30th PR") announcing that it would be proceeding with the nomination of two highly qualified candidates, Mr. Coleman and Mr. Pomeroy (collectively, "Nominees"), for election to the Issuer’s board of directors (the “Board”) at the Issuer’s 2023 annual meeting of shareholders (the “Annual Meeting”).
Star Equity Fund in the March 30th PR reiterated its belief that the incumbent Board lacks the necessary experience and expertise to change the trajectory at Issuer. Star Equity Fund highlighted the Board's lack of aerospace or engineering experience, despite the Issuer's involvement in the aerospace business. Additionally, Star Equity Fund noted the Board's lack of turnaround experience and missing track record for creating substantial value for all shareholders in a microcap stock. Star Equity Fund noted its belief that current Board members Edward Cosgrove and Christopher Marks did not possess the skillset or resolve to induce needed change at the Issuer. Moreover, Star Equity Fund questioned Mr. Cosgrove’s status as an independent director given the relationship between the Issuer and the law firm within which Mr. Cosgrove has an interest, as evidenced by disclosed payments received from the Issuer.
Also in the March 30th PR, Star Equity Fund emphasized the experience of its Nominees, emphasizing Mr. Pomeroy's crucial manufacturing, research and development, financial, and aerospace expertise and Mr. Coleman's engineering training and experience in a number of business ventures which included Air Force and commercial research and development, software development, and public company executive leadership.
Star Equity Fund concluded the March 30th PR, declaring the long-suffering Issuer shareholders deserved better, and that they aim to give shareholders an opportunity to vote for much-needed change on the Board at the Annual Meeting.
14

CUSIP No. 817732100
The foregoing description of the press release is qualified in its entirety by reference to the full text of the press release, which is attached hereto as Exhibit 99.7 and is incorporated herein by reference.

Item 6.Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
Item 6 is hereby amended to add the following:
On March 29, 2023, Star Equity Fund issued a notice of withdrawal of certain candidates for nomination to the Board at the Annual Meeting (the “Withdrawal Notice”) notifying the Issuer that it withdrew its nomination of Messrs. John W. Gildea and Robert G. Pearse and Messes. Hannah M. Bible and BaShara (Bo) Boyd for election to the Board at the Annual Meeting, but that the nominations of Mr. Coleman and Mr. Pomeroy (together, the “Nominees”) remain in full force and effect.
On March 29, 2023, the Reporting Persons entered into an amended and restated Joint Filing and Solicitation Agreement (the "Joint Filing and Solicitation Agreement") in which, among other things, (a) the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer, (b) the Reporting Persons agreed to solicit proxies for the election of the Nominees at the Annual Meeting (the Solicitation”), (c) the Nominees agreed not to enter into any transactions in the securities of the Issuer without the prior written consent of Star Equity Fund, and (d) Star Equity Fund agreed to bear all expenses incurred in connection with the Solicitation, subject to certain limitations. A copy of the Joint Filing and Solicitation Agreement is attached as Exhibit 99.8 hereto and is incorporated herein by reference.
The foregoing description of the press release is qualified in its entirety by reference to the full text of the Joint Filing and Solicitation Agreement, which is attached hereto as Exhibit 99.8 and is incorporated herein by reference.

Item 7.Material to be Filed as Exhibits.

Item 7 is hereby amended to add the following:

The following items are filed as exhibits:

15

CUSIP No. 817732100

SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: March 30, 2023
Star Equity Fund, LP
By:
Star Equity Fund GP, LLC
General Partner
By:/s/ Jeffrey E. Eberwein
Name:Jeffrey E. Eberwein
Title:Manager
Star Equity Holdings, Inc.
By:/s/ Richard K Coleman Jr.
Name:Richard K. Coleman, Jr.
Title:Chief Executive Officer

Star Equity Fund GP, LLC
By:/s/ Jeffrey E. Eberwein
Name:Jeffrey E. Eberwein
Title:Manager

Star Investment Management, LLC
By:/s/ Jeffrey E. Eberwein
Name:Jeffrey E. Eberwein
Title:Manager

Star Value, LLC
By:Star Equity Holdings, Inc.
By:/s/ Jeffrey E. Eberwein
Name:Jeffrey E. Eberwein
Title:Executive Chairman

/s/ Jeffrey E. Eberwein
Jeffrey E. Eberwein
16
EX-99.7 2 dissidentslateannouncement.htm EX-99.7 Document

Star Equity Fund Announces Update to its Director Nominations at Servotronics

Nominates Two Highly Qualified Candidates for Election to the Board
Targets Incumbents Cosgrove and Marks

Old Greenwich, CT – March 30, 2023 – Star Equity Fund, LP (“Star Equity Fund” or “we”) is an investment fund focused on unlocking shareholder value and improving corporate governance at its portfolio companies. Star Equity Fund owns 5.4% of the common stock of Servotronics, Inc. (NYSE American: SVT) (“Servotronics” or “Company”) and, for the benefit of all SVT stockholders, announced today that we will be proceeding with the nomination of two highly qualified candidates for election to the Company’s board of directors (the “Board”) at the Company’s 2023 annual meeting of shareholders (the “Annual Meeting”).
As we mentioned in our press release on February 14, 2023, we have concluded the only way to improve corporate governance and maximize shareholder value at SVT is to change the composition of the incumbent Board. We are seeking to replace Edward Cosgrove (10 years on the Board) and Christopher Marks (6 years on the Board), the longest tenured Board members, who have overseen a period of value destruction, poor financial and operating performance, and bad corporate governance. We believe that Cosgrove and Marks should be held responsible for their poor track records and are seeking to replace them with two highly qualified candidates, Mark Pomeroy and Richard Coleman. We believe our nominees for election to the Board will bring vital experience, new perspectives, and most importantly, the urgency and commitment to taking action and improving shareholder value.
As a whole, we believe the incumbent Board lacks the necessary experience and expertise to change the trajectory at SVT. It is remarkable that for a company primarily focused on the aerospace industry, there is not one independent director with any aerospace experience on the Board or even someone with an engineering or technical background. Additionally, the Board lacks personnel with turnaround experience, a history of improving operational performance, or a track record of creating substantial shareholder value for all shareholders in a microcap stock like SVT. We do not believe Cosgrove and Marks possess the skillset – or resolve – to induce change of this nature at Servotronics. Moreover, we question incumbent Cosgrove’s status as an independent director given the conflict of interest between the Company and the law firm he owns, as evidenced by the relationship between his firm and SVT and payments received by his firm totaling over $1.2 million from 2013-2021.
Our nominees for election to the Board are highly qualified, possess the necessary expertise, and are fully aligned to act in the best interests of all shareholders.
Mr. Pomeroy brings crucial manufacturing, research and development, financial, and, most critically, aerospace expertise of which the Board currently has none and would be a high-value addition to the Board. Similarly, Mr. Coleman, an Air Force Academy graduate, has extensive engineering training as well as experience in a number of high-tech ventures including Air Force and commercial research and development, software development, and public company executive leadership.
Mark Pomeroy spent 20 years working for General Electric Co.’s Aircraft Engine division where he acted as both a Master Black Belt staff engineer and Manager of Fleet Operations and Engine Overhaul Customer Satisfaction. Additionally, Mr. Pomeroy spent 15 years at Johnson & Johnson where he held leadership positions overseeing R&D in Endo-Surgery and Diabetes Care. He is the former Chief Innovation Officer of Red Tiger Investments, LLC, a start-up developing public private partnerships for the creation of innovation districts in progressive municipalities, from 2018-2022. He currently serves as the President of Pomme Ventures, LLC, a company that invests, advises, and consults with start-up companies in the aerospace, energy, and medical devices, and has been in this role since 2018. He holds



a bachelor’s degree in Mechanical Engineering, Magna Cum Laude, from the Georgia Institute of Technology and a master’s degree in Management from the Sloan School of Management, MIT.
Richard Coleman currently serves as Chief Executive Officer for Star Equity Holdings, Inc. (NASDAQ: STRR), a diversified holding company, and has served on the board of directors since April 2022. He has ample experience as a high-performance executive with a history of improving operations and creating shareholder value at both public and private companies such as Command Center, Inc. (n/k/a HireQuest, Inc. (NASDAQ: HQI)), a provider of on-demand flexible employment solutions, Crossroads Systems Inc. (OTCQX: CRSS), an intellectual property licensing company, and Vroom Technologies, Inc., a leading provider of sales and marketing effectiveness solutions for the telecommunications industry. Also, Mr. Coleman served on the boards of directors of Hudson Global, Inc. (NASDAQ: HSON) (d/b/a “Hudson RPO”), a global recruitment process outsourcing company from 2014-2022, Command Center, Inc. from 2018-2019, and Crossroads Systems from 2013-2017, among others. Mr. Coleman holds a B.S. in Management from the United States Air Force Academy and a M.B.A. from Golden Gate University. He is also a graduate of the USAF Communications Systems Officer School and Harvard University’s Strategic Marketing Management Program.
Star Equity Fund remains resolute in its opinion that additional change in Board composition is vital to altering corporate governance practices, improving financial results, and ultimately unlocking shareholder value at SVT. Despite recent changes in board composition and new additions to management at the Company, we have yet to see any concrete evidence of a concerted effort to effectuate meaningful change. We believe long-suffering SVT shareholders deserve better, and we aim to give shareholders an opportunity to vote for much-needed change on the Board at the Annual Meeting.
CERTAIN INFORMATION CONCERNING THE PARTICIPANTS

Star Equity Fund, LP (“Star Equity Fund”), together with the other participants named herein (collectively, “Star Equity”), intends to file a definitive proxy statement and accompanying WHITE proxy card with the Securities and Exchange Commission (“SEC”) to be used to solicit votes for the election of its slate of highly-qualified director nominees at the 2023 annual meeting of stockholders of Servotronics, Inc., a Delaware corporation (the “Company”).
STAR EQUITY STRONGLY ADVISES ALL STOCKHOLDERS OF THE COMPANY TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC'S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS IN THIS PROXY SOLICITATION WILL PROVIDE COPIES OF THE PROXY STATEMENT WITHOUT CHARGE, WHEN AVAILABLE, UPON REQUEST.
The participants in the proxy solicitation are anticipated to be Star Equity Fund, Star Equity Fund GP, LLC (“Star Equity Fund GP”), Star Value, LLC (“Star Value”), Star Equity Holdings, Inc. (“Star Equity Holdings”), Star Investment Management, LLC (“Star Investment Management”), Jeffrey E. Eberwein, Richard K. Coleman, Jr., and G. Mark Pomeroy.
As of the date hereof, Star Equity Fund beneficially owns directly 135,000 shares of common stock, par value $0.20 per share, of the Company (the “Common Stock”). Star Equity Fund GP, as the general partner of Star Equity Fund, may be deemed to beneficially own the 135,000 shares of Common Stock owned directly by Star Equity Fund. Star Value, as the sole member of Star Equity Fund GP, may be deemed to beneficially own the 135,000 shares of Common Stock owned directly by Star Equity Fund. Star Equity Holdings, as the parent company of Star Equity Fund, may be deemed to beneficially own the 135,000 shares of Common Stock owned directly by Star Equity Fund. Star Investment Management, as the investment manager of Star Equity



Fund, may be deemed to beneficially own the 135,000 shares of Common Stock owned directly by Star Equity Fund. Mr. Eberwein, as the Portfolio Manager of Star Equity Fund, may be deemed to beneficially own the 135,000 shares of Common Stock owned directly by Star Equity Fund. As of the date hereof, neither Messrs. Coleman nor Pomeroy beneficially owns any Common Stock.
For more information contact:
Star Equity Fund, LPThe Equity Group
Jeffrey E. EberweinLena Cati
Portfolio ManagerSenior Vice President
203-489-9501212-836-9611
jeff.eberwein@starequity.com
lcati@equityny.com




EX-99.8 3 svt-amendedandrestatedjoin.htm EX-99.8 Document

AMENDED AND RESTATED JOINT FILING AND SOLICITATION AGREEMENT
WHEREAS, certain of the undersigned are stockholders, direct or beneficial, of Servotronics, Inc., a Delaware corporation (the “Company”);

WHEREAS, Star Equity Fund GP, LLC, a Delaware limited liability company, Star Investment Management, LLC, a Connecticut limited liability company, Star Equity Holdings, Inc., a Delaware corporation, Star Value, LLC, a Delaware limited liability company, and Jeffrey E. Eberwein (together, "Star Equity"), Jeffrey E. Eberwein in his capacity as a stockholder, Richard K. Coleman, Jr. and Mark Pomeroy (together with Mr. Coleman, the “Nominees”), wish to form a group for the purpose of seeking representation on the Board of Directors of the Company (the "Board") at the 2023 annual meeting of stockholders of the Company (including any other meeting of stockholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof, the "2023 Annual Meeting") and for the purpose of taking all other action necessary to achieve the foregoing.

NOW, IT IS AGREED, this 29th day of March 2023 by the parties hereto:
1.    In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), each of the undersigned (collectively, the “Group”) agrees to the joint filing on behalf of each of them of statements on Schedule 13D, and any amendments thereto, with respect to the securities of the Company, if applicable. Each member of the Group shall be responsible for the accuracy and completeness of his or its own disclosure therein, and is not responsible for the accuracy and completeness of the information concerning the other members, unless such member knows or has reason to know that such information is inaccurate.
2.    So long as this agreement is in effect, each of the Nominees agrees to provide Star advance written notice prior to effecting any purchase, sale, acquisition or disposal of any securities of the Company, which he has, or would have, direct or indirect beneficial ownership so that Star has an opportunity to review the potential implications of any such transaction in the securities of the Company and pre-clear any such potential transaction in the securities of the Company by any of the Nominees. Each of the Nominees agrees that he shall not undertake or effect any purchase, sale, acquisition or disposal of any securities of the Company without the prior written consent of Star.
3.    So long as this agreement is in effect, each of the undersigned shall provide written notice to Olshan Frome Wolosky LLP (“Olshan”), such notice to be given no later than twenty-four (24) hours after each such transaction, of (i) any of their purchases or sales of securities of the Company or (ii) any securities of the Company over which they acquire or dispose of beneficial ownership. For purposes of this agreement, the term “beneficial ownership” shall have the meaning of such term set forth in Rule 13d-3 under the Exchange Act.
4.    Each of the undersigned agrees to form the Group for the purposes of (i) soliciting proxies or written consents for the election of the persons nominated by Star to the Board at the Annual Meeting, (ii) taking such other actions as the parties deem advisable and (iii) taking all other action necessary or advisable to achieve the foregoing.
5.    Star shall the right to pre-approve all expenses incurred in connection with the Group’s activities and agrees to pay directly all such pre-approved expenses.

6.    Each of the undersigned agrees that any filing with the Securities and Exchange Commission, press release or stockholder communication proposed to be made or issued by the Group or any member of the Group in connection with the Group’s activities set forth in Section 4 shall be as directed by Star.

7.    The relationship of the parties hereto shall be limited to carrying on the business of the Group in accordance with the terms of this agreement. Such relationship shall be construed and deemed to be for the sole and limited purpose of carrying on such business as described herein. Nothing herein shall be construed to authorize any party to act as an agent for any other party, or to create a joint venture or partnership, or to constitute an indemnification. Nothing herein shall restrict any party’s right to purchase





or sell securities of the Company, as he or it deems appropriate, in his or its sole discretion, provided that all such purchases and sales are made in compliance with all applicable securities laws and the provisions of this agreement.

8.    This agreement may be executed in counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute but one and the same instrument, which may be sufficiently evidenced by one counterpart.
7.    This agreement is governed by and will be construed in accordance with the laws of the State of New York. In the event of any dispute arising out of the provisions of this agreement or their investment in the Company, the parties hereto consent and submit to the exclusive jurisdiction of the United States District Court for the Southern District of New York located in the Borough of Manhattan or the courts of the State of New York located in the County of New York.
8.    The Parties’ rights and obligations under this agreement (other than the rights and obligations set forth in Section 5 and Section 9, which shall survive any termination of this agreement) shall terminate upon the earlier to occur of (i) the conclusion of the Annual Meeting or (ii) the written agreement of the parties. Any party hereto may terminate his or its obligations under this agreement on 24 hours’ written notice to all other parties, with a copy by fax or email to Kenneth Mantel at Olshan: Fax No. (212) 451-2222; Email: kmantel@olshanlaw.com.
9.    Each Party acknowledges that Olshan shall act as counsel for both the Group and Star relating to their investment in the Company.
    10.    Each of the undersigned hereby agrees that this agreement shall be filed as an exhibit to any Schedule 13D required to be filed under applicable law pursuant to Rule 13d-1(k)(1)(iii) under the Exchange Act.

[Signature pages follow]
2



IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed as of the day and year first above written.
Star Equity Holdings, Inc.
By:/s/ Richard K. Coleman, Jr.
Name:Richard K. Coleman, Jr.
Title:Chief Executive Officer

Star Equity Fund, LP
By:Star Equity Fund GP, LLC
General Partner
By:/s/ Jeffrey E. Eberwein
Name:Jeffrey E. Eberwein
Title:Manager

Star Equity Fund GP, LLC
By:/s/ Jeffrey E. Eberwein
Name:Jeffrey E. Eberwein
Title:Manager

Star Investment Management, LLC
By:/s/ Jeffrey E. Eberwein
Name:Jeffrey E. Eberwein
Title:Manager

Star Value, LLC
By:Star Equity Holdings, Inc.
By:/s/ Jeffrey E. Eberwein
Name:Jeffrey E. Eberwein
Title:Executive Chairman

/s/ Jeffrey E. Eberwein
Jeffrey E. Eberwein

/s/ Richard K. Coleman, Jr.
Richard K. Coleman, Jr.






/s/ G. Mark Pomeroy
G. Mark Pomeroy