0001209191-15-056465.txt : 20150625 0001209191-15-056465.hdr.sgml : 20150625 20150625182205 ACCESSION NUMBER: 0001209191-15-056465 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20131122 FILED AS OF DATE: 20150625 DATE AS OF CHANGE: 20150625 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: SPECIAL DIVERSIFIED OPPORTUNITIES INC. CENTRAL INDEX KEY: 0000911649 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS CHEMICAL PRODUCTS [2890] IRS NUMBER: 561581761 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1521 CONCORD PIKE STREET 2: SUITE 301 CITY: WILMINGTON STATE: DE ZIP: 19803 BUSINESS PHONE: 3028247062 MAIL ADDRESS: STREET 1: 1521 CONCORD PIKE STREET 2: SUITE 301 CITY: WILMINGTON STATE: DE ZIP: 19803 FORMER COMPANY: FORMER CONFORMED NAME: SPECIAL DIVERSIFIED OPPORTUNITIES INC DATE OF NAME CHANGE: 20130717 FORMER COMPANY: FORMER CONFORMED NAME: STRATEGIC DIAGNOSTICS INC/DE/ DATE OF NAME CHANGE: 19970103 FORMER COMPANY: FORMER CONFORMED NAME: ENSYS ENVIRONMENTAL PRODUCTS INC /DE/ DATE OF NAME CHANGE: 19930907 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Drapkin Matthew A CENTRAL INDEX KEY: 0001458693 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36696 FILM NUMBER: 15952734 MAIL ADDRESS: STREET 1: 500 CRESCENT COURT STREET 2: SUITE 230 CITY: DALLAS STATE: TX ZIP: 75201 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Becker Steven R CENTRAL INDEX KEY: 0001349005 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36696 FILM NUMBER: 15952735 MAIL ADDRESS: STREET 1: 500 CRESCENT COURT STREET 2: SUITE 230 CITY: DALLAS STATE: TX ZIP: 75201 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BC Advisors LLC CENTRAL INDEX KEY: 0001349003 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36696 FILM NUMBER: 15952736 BUSINESS ADDRESS: STREET 1: 500 CRESCENT COURT STREET 2: SUITE 230 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: (214) 756-6016 MAIL ADDRESS: STREET 1: 500 CRESCENT COURT STREET 2: SUITE 230 CITY: DALLAS STATE: TX ZIP: 75201 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BECKER DRAPKIN PARTNERS, L.P. CENTRAL INDEX KEY: 0001451721 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36696 FILM NUMBER: 15952737 BUSINESS ADDRESS: STREET 1: 500 CRESCENT COURT STREET 2: SUITE 230 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: (214) 756-6016 MAIL ADDRESS: STREET 1: 500 CRESCENT COURT STREET 2: SUITE 230 CITY: DALLAS STATE: TX ZIP: 75201 FORMER NAME: FORMER CONFORMED NAME: SRB GREENWAY OPPORTUNITY FUND LP DATE OF NAME CHANGE: 20081209 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BECKER DRAPKIN PARTNERS (QP), L.P. CENTRAL INDEX KEY: 0001451722 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36696 FILM NUMBER: 15952738 BUSINESS ADDRESS: STREET 1: 500 CRESCENT COURT STREET 2: SUITE 230 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: (214) 756-6016 MAIL ADDRESS: STREET 1: 500 CRESCENT COURT STREET 2: SUITE 230 CITY: DALLAS STATE: TX ZIP: 75201 FORMER NAME: FORMER CONFORMED NAME: SRB GREENWAY OPPORTUNITY FUND (QP) LP DATE OF NAME CHANGE: 20081209 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Becker Drapkin Management, L.P. CENTRAL INDEX KEY: 0001346543 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36696 FILM NUMBER: 15952739 BUSINESS ADDRESS: STREET 1: 500 CRESCENT COURT STREET 2: SUITE 230 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: (214) 756-6016 MAIL ADDRESS: STREET 1: 500 CRESCENT COURT STREET 2: SUITE 230 CITY: DALLAS STATE: TX ZIP: 75201 FORMER NAME: FORMER CONFORMED NAME: SRB Management, L.P. DATE OF NAME CHANGE: 20051209 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2013-11-22 0 0000911649 SPECIAL DIVERSIFIED OPPORTUNITIES INC. SDOI 0001346543 Becker Drapkin Management, L.P. 500 CRESCENT COURT, SUITE 230 DALLAS TX 75201 0 0 1 0 0001451722 BECKER DRAPKIN PARTNERS (QP), L.P. 500 CRESCENT COURT, SUITE 230 DALLAS TX 75201 0 0 1 0 0001451721 BECKER DRAPKIN PARTNERS, L.P. 500 CRESCENT COURT, SUITE 230 DALLAS TX 75201 0 0 1 0 0001349003 BC Advisors LLC 500 CRESCENT COURT, SUITE 230 DALLAS TX 75201 0 0 1 0 0001349005 Becker Steven R 500 CRESCENT COURT, SUITE 230 DALLAS TX 75201 0 0 1 0 0001458693 Drapkin Matthew A 500 CRESCENT COURT, SUITE 230 DALLAS TX 75201 0 0 1 0 Common Stock 2015-06-23 4 A 0 2500 A 167889 I See Footnotes Common Stock 6199142 I See Footnotes Common Stock 809202 I See Footnotes Call Option (right to buy) 1.25 2013-11-22 4 A 0 25000 A 2013-11-22 2020-11-22 Common Stock 25000 81021 I See Footnotes Call Option (right to buy) 1.24 2015-06-23 4 A 0 10000 A 2022-06-23 Common Stock 10000 91021 I See Footnotes On June 23, 2015, the issuer granted to Steven R. Becker 2,500 unvested shares of restricted stock, which are subject to forfeiture and restrictions and 50% of which vest on June 23, 2016. The remaining shares of restricted stock vest on June 23, 2017. Received as compensation for service on the issuer's Board of Directors. This statement is filed by and on behalf of each of Becker Drapkin Management, L.P. ("BD Management"), Becker Drapkin Partners (QP), L.P. ("QP Fund"), Becker Drapkin Partners, L.P. ("LP Fund"), BC Advisors, LLC ("BC Advisors"), Steven R. Becker and Matthew A. Drapkin. QP Fund, LP Fund and Mr. Becker are the direct beneficial owners of the securities covered by this statement. BD Management is the general partner of each of QP Fund and LP Fund and may be deemed to beneficially own securities owned by QP Fund and LP Fund. BC Advisors is the general partner of BD Management and may be deemed to beneficially own securities owned by BD Management. Mr. Becker and Mr. Drapkin are the co-managing members of BC Advisors and may be deemed to beneficially own securities owned by BC Advisors. Mr. Becker is a co-managing member of BC Advisors, and each reporting person may be deemed to beneficially own securities owned by Mr. Becker. Each reporting person states that neither the filing of this statement nor anything herein shall be deemed an admission that such person is, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Act") or otherwise, the beneficial owner of any securities covered by this statement. Each reporting person disclaims beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such person in such securities. Each reporting person may be deemed to be a member of a group with respect to the issuer or securities of the issuer for purposes of Section 13(d) or 13(g) of the Act. Each reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, a member of a group with respect to the issuer or securities of the issuer. Represents shares directly beneficially owned by Mr. Becker. Represents shares directly beneficially owned by QP Fund. Represents shares directly beneficially owned by LP Fund. Represents stock options directly beneficially owned by Mr. Becker. On June 23, 2015, the issuer granted to Mr. Becker 10,000 stock options, 50% of which vest and become exercisable on June 23, 2016. The remaining stock options vest and become exercisable on June 23, 2017. Exhibit Index Exhibit 99.1 - Signatures (filed herewith) Exhibit 99.2 - Joint Filer Information (filed herewith) Exhibit 99.3 - Joint Filing Agreement (filed herewith) See Exhibit 99.1 2015-06-25 EX-99.1 2 attachment1.htm EX-99.1 DOCUMENT 
                                                                    EXHIBIT 99.1

                                   SIGNATURES


                                          BECKER DRAPKIN MANAGEMENT, L.P.

                                          By:    BC Advisors, LLC
                                          Its:   General Partner

                                          By:    /s/ Ashley Sekimoto
                                                 ------------------------------
                                          Name:  Ashley Sekimoto
                                          Title: Attorney-in-Fact
                                          Date:  June 25, 2015


                                          BECKER DRAPKIN PARTNERS (QP), L.P.

                                          By:    Becker Drapkin Management, L.P.
                                          Its:   General Partner

                                          By:    BC Advisors, LLC
                                          Its:   General Partner

                                          By:    /s/ Ashley Sekimoto
                                                 ------------------------------
                                          Name:  Ashley Sekimoto
                                          Title: Attorney-in-Fact
                                          Date:  June 25, 2015


                                          BECKER DRAPKIN PARTNERS, L.P.

                                          By:    Becker Drapkin Management, L.P.
                                          Its:   General Partner

                                          By:    BC Advisors, LLC
                                          Its:   General Partner

                                          By:    /s/ Ashley Sekimoto
                                                 ------------------------------
                                          Name:  Ashley Sekimoto
                                          Title: Attorney-in-Fact
                                          Date:  June 25, 2015


                                          BC ADVISORS, LLC

                                          By:    /s/ Ashley Sekimoto
                                                 ------------------------------
                                          Name:  Ashley Sekimoto
                                          Title: Attorney-in-Fact
                                          Date:  June 25, 2015


                                          STEVEN R. BECKER

                                          /s/ Ashley Sekimoto
                                          -------------------------------------
                                          Name:  Ashley Sekimoto
                                          Title: Attorney-in-Fact
                                          Date:  June 25, 2015


                                          MATTHEW A. DRAPKIN

                                          /s/ Ashley Sekimoto
                                          -------------------------------------
                                          Name:  Ashley Sekimoto
                                          Title: Attorney-in-Fact
                                          Date:  June 25, 2015
EX-99.2 3 attachment2.htm EX-99.2 DOCUMENT 
                                                                    EXHIBIT 99.2

                             JOINT FILER INFORMATION

                            Other Reporting Person(s)


1.      BECKER DRAPKIN PARTNERS (QP), L.P.

                Item                       Information

Name:                                  BECKER DRAPKIN PARTNERS (QP), L.P.

Address:                               500 Crescent Court, Suite 230, Dallas,
                                       Texas 75201

Designated Filer:                      Becker Drapkin Management, L.P.

Date of Event Requiring Statement      June 23, 2015
(Month/Day/Year):

Issuer Name and Ticker or Trading      Special Diversified Opportunities Inc.
Symbol:                                [SDOI]


Relationship of Reporting Person(s)    10% Owner
to Issuer:

If Amendment, Date Original Filed      Not Applicable
(Month/Day/Year):

Individual or Joint/Group Filing:      Form filed by More than One Reporting
                                       Person

Signature:                             By:    Becker Drapkin Management, L.P.
                                       Its:   General Partner

                                       By:    BC Advisors, LLC
                                       Its:   General Partner

                                       By:    /s/ Ashley Sekimoto
                                              ---------------------------------
                                       Name:  Ashley Sekimoto
                                       Title: Attorney-in-Fact
                                       Date:  June 25, 2015


2.      BECKER DRAPKIN PARTNERS, L.P.

                Item                       Information

Name:                                  BECKER DRAPKIN PARTNERS, L.P.

Address:                               500 Crescent Court, Suite 230, Dallas,
                                       Texas 75201

Designated Filer:                      Becker Drapkin Management, L.P.

Date of Event Requiring Statement      June 23, 2015
(Month/Day/Year):

Issuer Name and Ticker or Trading      Special Diversified Opportunities Inc.
Symbol:                                [SDOI]

Relationship of Reporting Person(s)    10% Owner
to Issuer:

If Amendment, Date Original Filed      Not Applicable
(Month/Day/Year):

Individual or Joint/Group Filing:      Form filed by More than One Reporting
                                       Person

Signature:                             By:    Becker Drapkin Management, L.P.
                                       Its:   General Partner

                                       By:    BC Advisors, LLC
                                       Its:   General Partner

                                       By:    /s/ Ashley Sekimoto
                                              ---------------------------------
                                       Name:  Ashley Sekimoto
                                       Title: Attorney-in-Fact
                                       Date:  June 25, 2015


3.      BC ADVISORS, LLC

                Item                       Information

Name:                                  BC ADVISORS, LLC

Address:                               500 Crescent Court, Suite 230, Dallas,
                                       Texas 75201

Designated Filer:                      Becker Drapkin Management, L.P.

Date of Event Requiring Statement      June 23, 2015
(Month/Day/Year):

Issuer Name and Ticker or Trading      Special Diversified Opportunities Inc.
Symbol:                                [SDOI]

Relationship of Reporting Person(s)    10% Owner
to Issuer:

If Amendment, Date Original Filed      Not Applicable
(Month/Day/Year):

Individual or Joint/Group Filing:      Form filed by More than One Reporting
                                       Person

Signature:
                                       By:    /s/ Ashley Sekimoto
                                              ---------------------------------
                                       Name:  Ashley Sekimoto
                                       Title: Attorney-in-Fact
                                       Date:  June 25, 2015


4.      STEVEN R. BECKER

                Item                       Information

Name:                                  STEVEN R. BECKER

Address:                               500 Crescent Court, Suite 230, Dallas,
                                       Texas 75201

Designated Filer:                      Becker Drapkin Management, L.P.

Date of Event Requiring Statement      June 23, 2015
(Month/Day/Year):

Issuer Name and Ticker or Trading      Special Diversified Opportunities Inc.
Symbol:                                [SDOI]

Relationship of Reporting Person(s)    Director and 10% Owner
to Issuer:

If Amendment, Date Original Filed      Not Applicable
(Month/Day/Year):

Individual or Joint/Group Filing:      Form filed by More than One Reporting
                                       Person

Signature:
                                       By:    /s/ Ashley Sekimoto
                                              ---------------------------------
                                       Name:  Ashley Sekimoto
                                       Title: Attorney-in-Fact
                                       Date:  June 25, 2015


5.      MATTHEW A. DRAPKIN

                Item                       Information

Name:                                  MATTHEW A. DRAPKIN

Address:                               500 Crescent Court, Suite 230, Dallas,
                                       Texas 75201

Designated Filer:                      Becker Drapkin Management, L.P.

Date of Event Requiring Statement      June 23, 2015
(Month/Day/Year):

Issuer Name and Ticker or Trading      Special Diversified Opportunities Inc.
Symbol:                                [SDOI]

Relationship of Reporting Person(s)    10% Owner
to Issuer:

If Amendment, Date Original Filed      Not Applicable
(Month/Day/Year):

Individual or Joint/Group Filing:      Form filed by More than One Reporting
                                       Person

Signature:
                                       By:    /s/ Ashley Sekimoto
                                              ---------------------------------
                                       Name:  Ashley Sekimoto
                                       Title: Attorney-in-Fact
                                       Date:  June 25, 2015
EX-99.3 4 attachment3.htm EX-99.3 DOCUMENT 
                                                                    EXHIBIT 99.3

                             JOINT FILING AGREEMENT

                                  June 25, 2015

        Pursuant to and in accordance with the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), and the rules and regulations thereunder, each
party hereto hereby agrees to the joint filing, on behalf of each of them, of
any filing required by such party under Section 13 or Section 16 of the Exchange
Act or any rule or regulation thereunder (including any amendment, restatement,
supplement, and/or exhibit thereto) with the Securities and Exchange Commission
(and, if such security is registered on a national securities exchange, also
with the exchange), and further agrees to the filing, furnishing, and/or
incorporation by reference of this agreement as an exhibit thereto. This
agreement shall remain in full force and effect until revoked by any party
hereto in a signed writing provided to each other party hereto, and then only
with respect to such revoking party.

        IN WITNESS WHEREOF, each party hereto, being duly authorized, has caused
this agreement to be executed and effective as of the date first written above.

        Date:    June 25, 2015         BECKER DRAPKIN MANAGEMENT, L.P.

                                       By:    BC Advisors, LLC
                                       Its:    General Partner

                                       By:    /s/ Ashley Sekimoto
                                              ---------------------------------
                                       Name:  Ashley Sekimoto
                                       Title: Attorney-in-Fact


                                       BECKER DRAPKIN PARTNERS (QP), L.P.

                                       By:    Becker Drapkin Management, L.P.
                                       Its:   General Partner

                                       By:    BC Advisors, LLC
                                       Its:   General Partner

                                       By:    /s/ Ashley Sekimoto
                                              ---------------------------------
                                       Name:  Ashley Sekimoto
                                       Title: Attorney-in-Fact


                                       BECKER DRAPKIN PARTNERS, L.P.

                                       By:    Becker Drapkin Management, L.P.
                                       Its:   General Partner

                                       By:    BC Advisors, LLC
                                       Its:   General Partner

                                       By:    /s/ Ashley Sekimoto
                                              ---------------------------------
                                       Name:  Ashley Sekimoto
                                       Title: Attorney-in-Fact


                                       BC ADVISORS, LLC

                                       By:    /s/ Ashley Sekimoto
                                              ---------------------------------
                                       Name:  Ashley Sekimoto
                                       Title: Attorney-in-Fact


                                       STEVEN R. BECKER

                                       /s/ Ashley Sekimoto
                                       ----------------------------------------
                                       Name:  Ashley Sekimoto
                                       Title: Attorney-in-Fact


                                       MATTHEW A. DRAPKIN

                                       /s/ Ashley Sekimoto
                                       ----------------------------------------
                                       Name:  Ashley Sekimoto
                                       Title: Attorney-in-Fact