WSI INDUSTRIES, INC.
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(Name of Issuer)
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Common Stock, par value $0.10 per share
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(Title of Class of Securities)
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929 32Q 102
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(CUSIP Number)
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DPW HOLDINGS, INC.
48430 Lakeview Blvd.
Fremont, Ca 94538
(510) 657-2635
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Copy to:
Sichenzia Ross Ference Kesner LLP
Marc Ross, Esq.
1185 Avenue of the Americas, 37th Floor
New York, NY 10036
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
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February 27, 2018
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(Date of Event which Requires Filing of this Statement)
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CUSIP No. 929 32Q 102
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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DPW Holdings, Inc.
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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) ☐
(b) ☐
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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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WC
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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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260,915
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8
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SHARED VOTING POWER:
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0
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9
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SOLE DISPOSITIVE POWER:
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260,915
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10
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SHARED DISPOSITIVE POWER:
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0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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260,915
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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8.8% (based on 2,951,676 shares of common stock outstanding as of December 22, 2017)
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14
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TYPE OF REPORTING PERSON (See Instructions)
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CO
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Item 1. |
Security and Issuer
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Item 2. |
Identity and Background
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Item 3. |
Source and Amount of Funds or Other Considerations
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Item 4. |
Purpose of Transaction
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Item 5. |
Interest in Securities of the Issuer
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(a) |
The Reporting Person beneficially owns 260,915 shares, or 8.8%, of the Common Stock.
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(b) |
The Reporting Person may be deemed to hold sole voting and dispositive power over 260,915 shares of the Common Stock.
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(c) |
The Reporting Person engaged in the following open market purchases in the Common Stock since February 21, 2018:
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Date
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Quantity
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Price
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02/27/18
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1,000
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5.20
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Total:
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12,025
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(d) |
To the best knowledge of the Reporting Person, except as set forth in this Schedule 13D/A, no person other than the Reporting Person has the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of the 259,915 shares of common stock reported in Item 5(a).
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(e) |
Not applicable.
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Item 6. |
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
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Item 7.
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Material to be Filed as Exhibits
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Exhibit No.
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Description
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99.1
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Dated: March 5, 2018
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DPW HOLDINGS, INC.
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By:
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/s/ Milton C. Ault III
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Milton C. Ault III
Chief Executive Officer
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· |
DPW would make a tender offer to acquire shares of WSI common stock from the current shareholders of WSI (the “Tender Offer”).
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· |
The purchase price to be offered to WSI shareholders in the Tender Offer is anticipated to be $6.00, per share.
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· |
The terms of the Tender Offer would be conditioned on DPW acquiring enough shares to ensure that, after such acquisition and when combined with DPW’s current holdings of WSI stock, DPW’s total beneficial ownership would be in excess of 50% of the total outstanding shares of common stock.
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· |
Coolisys Technologies, Inc., a Delaware corporation, wholly-owned by DPW, an industrial distributor of value-added power supply solutions, UPS systems, fans, filters, line cords, and other power-related components.
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Digital Power Lending LLC, a California limited liability company, wholly-owned by DPW, engaged in providing commercial loans to companies throughout the United States to provide them with working capital to finance the growth of their businesses, operating under CA Finance Lenders License #60DBO-77905.
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· |
Digital Power Limited dba Gresham Power Ltd., a private limited company formed and currently existing under the laws of England and Wales, wholly-owned by DPW, designs, manufactures and sells power products and system solutions mainly for the European marketplace including power conversion, power distribution equipment, DC/AC (Direct Current/Active Current) inverters and UPS (Uninterrupted Power Supply) products.
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· |
Microphase Corporation, a Delaware corporation, majority owned by DPW, designs, develops and manufactures standard and customized state-of-the-art RF, Microwave, and Millimeter-wave components, devices, subsystems and integrated modules for the worldwide commercial wireless infrastructure, defense & aerospace, satellite, wireless multimedia and consumer electronics, public safety and homeland/global security markets.
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Digital Power Corporation, a Delaware corporation and wholly-owned subsidiary.
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Excelo, LLC, a Nevada limited liability company and wholly-owned subsidiary.
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Super Crypto Mining, Inc., a Delaware corporation and wholly-owned subsidiary.
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NAME
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AGE
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CURRENT POSITION
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Milton “Todd” Ault, III*
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47
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Chief Executive Officer and Chairman of the Board of Directors
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William B. Horne
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49
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Chief Financial Officer and Director
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Amos Kohn
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57
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President and Director
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Robert O. Smith
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73
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Director
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Mordechai Rosenberg
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70
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Director
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Jeffrey Bentz
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58
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Director
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· |
Milton C. “Todd” Ault, III was appointed Executive Chairman of the Board of DPW on March 16, 2017, and as its Chief Executive Officer on December 29, 2017. Mr. Ault is a seasoned business professional and entrepreneur who has spent more than 27 years identifying value in various financial markets including equities, fixed income, commodities, and real estate. Mr. Ault founded and is the Chairman of Alzamend Neuro, Inc., a biotechnology firm dedicated to finding the treatment, prevention and cure for Alzheimer’s Disease. Mr. Ault has served as Chairman of Ault & Company, a holding company since December 2015, and as Chairman of Avalanche International Corp since September 2014. Since January 2011, Mr. Ault has been the Vice President of Business Development for MCKEA Holdings, LLC, a family office. Through this position, Mr. Ault has consulted for a few publicly traded and privately held companies ranging from development stage to mature businesses, providing each of them the benefit of his diversified experience. He was the President, Chief Executive Officer, Director and Chairman of the Board of Zealous, Inc. from August 2007 until June 4, 2010 and again from February 2011 through May 1, 2011. Mr. Ault was a registered representative at Strome Securities, LP, from July 1998 until December 2005. Mr. Ault became majority shareholder of Franklin Capital Corp and was elected to its board of directors in July 2004 and became its Chairman and Chief Executive Officer in October 2004 serving until January 2006, and again from July 2006 to January 2007. In April 2005, Franklin Capital Corp changed its name to Patient Safety Technologies, Inc. (OTCQB: PSTX) (“PST”) and purchased SurgiCount Medical, Inc. Stryker Corporation (NYSE:SYK) acquired PST at the beginning of 2014 in a deal valued at approximately one hundred twenty million dollars ($120,000,000). PST’s wholly-owned operating subsidiary, SurgiCount Medical, Inc., is the company that developed the SafetySponge® System; a bar coding technology for inventory control that aims to detect and prevent the incidence of foreign objects left in the body after surgery.
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· |
William B. Horne has served as a member of DPW’s board of directors since October 13, 2016. On January 25, 2018, Mr. Horne was appointed as DPW’s Chief Financial Officer. He has served as the Chief Financial Officer of Targeted Medical Pharma, Inc. (OTCBB: TRGM) since August 2013. Mr. Horne is a director of and Chief Financial Officer to Avalanche International Corp. Mr. Horne previously held the position of Chief Financial Officer in various companies in the healthcare and high-tech field including OptimisCorp, a privately held, diversified healthcare technology company located in Los Angeles, California. Mr. Horne served as the Chief Financial Officer of Patient Safety Technologies, Inc. (OTCBB: PSTX), a medical device company formally located in Irvine, California, from June 2005 to October 2008 and as its interim Chief Executive Officer from January 2007 to April 2008. In his dual role at Patient Safety Technologies, Mr. Horne was directly responsible for structuring the divestiture of non-core assets, capital financings and debt restructuring. Mr. Horne held the position of Managing Member & Chief Financial Officer of Alaska Wireless Communications, LLC, a privately held, advanced cellular communications company, from its inception in May 2002 until November 2007. Mr. Horne was responsible for negotiating the sale of Alaska Wireless to General Communication Inc. (NASDAQ: GNCMA). From November 1996 to December 2001, Mr. Horne held the position of Chief Financial Officer of The Phoenix Partners, a venture capital limited partnership located in Seattle, Washington.
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· |
Amos Kohn has served as a member of DPW’s board of directors since 2003 and as its President and Chief Executive Officer from 2008 to December of 2017. Mr. Kohn has more than 20 years of successful global executive management experience, including multiple C-level roles across private and established publicly-traded companies. Mr. Kohn has successfully managed cross-functional teams, driven corporations to high profitability, built customer loyalty and led businesses through expansion and sustained growth. His areas of expertise include operations, technology innovation, manufacturing and strategic analysis and planning. Mr. Kohn previously held the following positions: Vice President of Business Development at Scopus Video Networks, Inc., a Princeton, New Jersey company that develops and markets digital video networking products; Vice President of Solutions Engineering at ICTV Inc., a leading provider of network-based streaming media technology solutions for digital video and web-driven programming, located in Los Gatos, California; Chief Architect at Liberate Technologies, a leading company in the development of a full range of digital media processing for telecom and cable TV industries, located in San Carlos, California; and Executive Vice President of Engineering and Technology at Golden Channel & Co., the largest cable television multiple-systems operator (MSO) in Israel, where he had executive responsibility for developing and implementing the entire nationwide cable TV system (1989-2000).
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Robert O. Smith is an independent director of DPW. He is currently a C-level executive consultant working with Bay Area high-tech firms on various strategic initiatives in all aspects of their business. He previously served on the Board of Directors of Castelle Corporation and from 1990-2002 was DPW’s President, Chief Executive Officer and Chairman of the Board. Prior to that time, he held several management positions with Computer Products, Inc., the most recent being President of its Compower/Boschert Division. He also held managerial accounting positions with Ametek/Lamb Electric and with the JM Smucker Company.
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Mordechai Rosenberg is an independent director of DPW. He has served as an independent consultant to various companies in the design and implementation of homeland security systems in Europe and Africa since 2010. Prior to that, he served as a special consultant to Bullet Plate Ltd., a manufacturer of armor protection systems, and NovIdea Ltd., a manufacturer of perimeter and border security systems. Mr. Rosenberg also served as the general manager of the door and window factory of ZIV U.P.V.C Products. Mr. Rosenberg is an active reserve officer and a retired colonel from the Israeli Defense Force (IDF), where he served for 26 years and was involved in the development of weapon systems. In the IDF, Mr. Rosenberg served in various capacities, including platoon, company, battalion, and brigade commander, head of the training center for all IDF infantry, and head of the Air Force’s Special Forces.
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Jeffrey Bentz is an independent director of DPW. Mr. Bentz is the President of North Star Terminal & Stevedore Company, a full-service stevedoring company located in Alaska and whose major areas of business include terminal operations and management, stevedore services, and heavy equipment operations.
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In addition, both Milton C. Ault, III and William Horne, are directors of Avalanche International Corp. (“Avalanche”). In addition, based on Avalanche’s Form 10-K for the year ended December 31, 2015, Philou Ventures, LLC (“Philou”), was the largest shareholder of Avalanche. Philou is DPW’s largest shareholder, and Kristine L. Ault, Milton C. Ault, III’s spouse, is the manager of Philou. Kristine L. Ault is also the managing member of MCKEA Holdings LLC, which in turn, is the member of Philou.
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