Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Amendment No. 5)
Under the Securities Exchange Act of 1934
MVC CAPITAL, INC.
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
553829102
(CUSIP Number)
|
Wynnefield Partners Small Cap Value, L.P I. 450 Seventh Avenue, Suite 509 New York, New York 10123 Attention: Mr. Nelson Obus
|
|
Copy to: Jeffrey S. Tullman, Esq. Kane Kessler, P.C. 666 Third Ave, 23rd Floor New York, New York 10017 (212) 519-5101 |
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
May 27, 2020
(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 ¨
| 1 |
NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wynnefield Partners Small Cap Value, L.P. I 13-3953291 |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨
(b) x |
| 3 |
SEC USE ONLY
|
| 4 |
SOURCE OF FUNDS*
WC |
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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
450,695 (See Item 5) |
| 8 |
SHARED VOTING POWER
0 (See Item 5) | |
| 9 |
SOLE DISPOSITIVE POWER
450,695 (See Item 5) | |
| 10 |
SHARED DISPOSITIVE POWER
0 (See Item 5) |
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
450,695 (See Item 5) |
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
¨ |
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.5% |
|
14
|
TYPE OF REPORTING PERSON*
PN |
| 1 |
NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wynnefield Partners Small Cap Value, L.P. 13-3688497 |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨
(b) x |
| 3 |
SEC USE ONLY
|
| 4 |
SOURCE OF FUNDS*
WC |
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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
551,039 (See Item 5) |
| 8 |
SHARED VOTING POWER
0 (See Item 5) | |
| 9 |
SOLE DISPOSITIVE POWER
551,039 (See Item 5) | |
| 10 |
SHARED DISPOSITIVE POWER
0 (See Item 5) |
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
551,039 (See Item 5) |
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
¨ |
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.1% |
|
14
|
TYPE OF REPORTING PERSON*
PN |
| 1 |
NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wynnefield Small Cap Value Offshore Fund, Ltd. (No IRS Identification No.) |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨
(b) x |
| 3 |
SEC USE ONLY
|
| 4 |
SOURCE OF FUNDS*
WC |
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
¨ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
472,645 (See Item 5) |
| 8 |
SHARED VOTING POWER
0 (See Item 5) | |
| 9 |
SOLE DISPOSITIVE POWER
472,645 (See Item 5) | |
| 10 |
SHARED DISPOSITIVE POWER
0 (See Item 5) |
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
472,645 (See Item 5) |
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
¨ |
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.7% |
|
14
|
TYPE OF REPORTING PERSON*
CO |
| 1 |
NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wynnefield Capital, Inc. Profit Sharing & Money Purchase Plan |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨
(b) x |
| 3 |
SEC USE ONLY
|
| 4 |
SOURCE OF FUNDS*
N/A |
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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
40,000 (See Item 5) |
| 8 |
SHARED VOTING POWER
0 (See Item 5) | |
| 9 |
SOLE DISPOSITIVE POWER
40,000 (See Item 5) | |
| 10 |
SHARED DISPOSITIVE POWER
0 (See Item 5) |
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
40,000 (See Item 5) |
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
¨ |
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2% |
|
14
|
TYPE OF REPORTING PERSON*
EP |
| 1 |
NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wynnefield Capital Management, LLC 13-4018186 |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨
(b) x |
| 3 |
SEC USE ONLY
|
| 4 |
SOURCE OF FUNDS*
N/A |
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
¨ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
New York |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
1,001,734 (See Item 5) |
| 8 |
SHARED VOTING POWER
0 (See Item 5) | |
| 9 |
SOLE DISPOSITIVE POWER
1,001,734 (See Item 5) | |
| 10 |
SHARED DISPOSITIVE POWER
0 (See Item 5) |
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,001,734 (See Item 5) |
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
¨ |
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.7% |
|
14
|
TYPE OF REPORTING PERSON*
OO |
| 1 |
NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wynnefield Capital, Inc. 13-3688495 |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨
(b) x |
| 3 |
SEC USE ONLY
|
| 4 |
SOURCE OF FUNDS*
N/A |
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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
472,645 (See Item 5) |
| 8 |
SHARED VOTING POWER
0 (See Item 5) | |
| 9 |
SOLE DISPOSITIVE POWER
472,645 (See Item 5) | |
| 10 |
SHARED DISPOSITIVE POWER
0 (See Item 5) |
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
472,645 (See Item 5) |
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
¨ |
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.7% |
|
14
|
TYPE OF REPORTING PERSON*
CO |
| 1 |
NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Nelson Obus |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨
(b) x |
| 3 |
SEC USE ONLY
|
| 4 |
SOURCE OF FUNDS*
N/A |
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
¨ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
0 (See Item 5) |
| 8 |
SHARED VOTING POWER
1,514,379 (See Item 5) | |
| 9 |
SOLE DISPOSITIVE POWER
0 (See Item 5) | |
| 10 |
SHARED DISPOSITIVE POWER
1,514,379 (See Item 5) |
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,514,379 (See Item 5) |
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
¨ |
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.5% |
|
14
|
TYPE OF REPORTING PERSON*
IN |
| 1 |
NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Joshua Landes |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨
(b) x |
| 3 |
SEC USE ONLY
|
| 4 |
SOURCE OF FUNDS*
N/A |
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
¨ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
0 &#x A0;(See Item 5) |
| 8 |
SHARED VOTING POWER
1,514,379 (See Item 5) | |
| 9 |
SOLE DISPOSITIVE POWER
0 (See Item 5) | |
| 10 |
SHARED DISPOSITIVE POWER
1,514,379 (See Item 5) |
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,514,379 (See Item 5) |
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
¨ |
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.5% |
|
14
|
TYPE OF REPORTING PERSON*
IN |
Item 1. Security and Issuer.
This Amendment No. 5 amends the Statement of Beneficial Ownership on Schedule 13D originally filed with the Securities and Exchange Commission (the “Commission”) on June 1, 2016, as amended by Amendment No. 1, filed on April 27, 2019, Amendment No. 2 filed on January 22, 2020, Amendment No. 3 filed on April 21, 2020 and Amendment No. 4 filed on April 27, 2020 (collectively the “Schedule 13D”) by the Wynnefield Reporting Persons (as defined in the Schedule 13D) with respect to the shares of common stock, $0.01 par value per share (the “Common Stock”) of MVC Capital, Inc., a Delaware corporation (the “Issuer”). The Issuer maintains its principal executive office at 287 Bowman Avenue, 2nd Floor, Purchase, NY 10577.
Item 4. Purpose of the Transaction
Item 4 of the Schedule 13D is hereby amended by the addition of the following:
On May 27, 2020, the Wynnefield Reporting Persons and the Issuer issued a joint press release (the “Press Release”) announcing that the Wynnefield Reporting Persons and the Issuer have entered into a settlement agreement dated May 27, 2020 (the “Settlement Agreement”). Pursuant to the Settlement Agreement, the Issuer has agreed to nominate for election to the Issuer’s board of directors (the “Board”) at the Issuer’s 2020 annual meeting of stockholders to be held on July 15, 2020 (the “2020 Annual Meeting”) Ron Avni, John D. Chapman and Arthur D. Lipson, each of whom was previously nominated by the Wynnefield Reporting Persons (each, a “Wynnefield Designee”). The Issuer has also agreed that a Wynnefield Designee would be appointed to each of the Valuation Committee, the Nominating/Corporate Governance/Strategy Committee and the Compensation Committee of the Issuer once seated on the Board. As part of the Settlement Agreement, the Wynnefield Reporting Persons withdrew their notice of nomination of the Wynnefield Designees for election at the 2020 Annual Meeting and a stockholder proposal that they previously submitted for consideration at the 2020 Annual Meeting.
The Settlement Agreement also provides that Phillip Goldstein, Gerald Hellerman, Douglas A. Kass, Robert Knapp, Scott D. Krase and Michael Tokarz (together with the Wynnefield Designees, the “2020 Designees”), each of whom currently serves as a director of the Issuer, will be nominated for election at the 2020 Annual Meeting. Current directors Emilio Dominianni, Warren Holtsberg and William Taylor will not stand for re-election, and have irrevocably agreed to resign on July 15, 2020 if the 2020 Annual Meeting is not held on that date, in which case, the Wynnefield Designees would be appointed to fill the resulting vacancies.
Pursuant to the Settlement Agreement, the Issuer agreed that, until July 15, 2020, a special committee of directors, comprised of Messrs. Knapp, Krase and Tokarz, will continue to review Extraordinary Transactions (as defined in the Settlement Agreement), and that the Issuer will explore any Extraordinary Transaction if a majority of the members of the special committee approves doing so. Until the 2020 Annual Meeting, the Issuer agreed not to enter into a definitive agreement providing for an Extraordinary Transaction unless approved by both a majority of the Board and a majority of the non-management directors. The Issuer also agreed that prior to the 2020 Annual Meeting it will not amend, extend, replace or otherwise modify that certain Investment Advisory and Management Agreement between the Issuer and The Tokarz Group Advisers LLC.
The Issuer agreed to hold the 2021 Annual Meeting no later than the last day of the Issuer’s 2021 fiscal year and not to expand the size of the Board or adopt “advance notice” provisions without the consent of a majority of the Wynnefield Designees until the conclusion of the 2021 Annual Meeting.
Under the terms of the Settlement Agreement, the Wynnefield Reporting Persons agreed to certain customary standstill provisions, subject to certain specified exceptions. The Settlement Agreement also contains customary mutual releases, and non-disparagement and confidentiality provisions.
The Settlement Agreement provides that at the 2020 Annual Meeting, the Wynnefield Reporting Persons will vote the shares of Common Stock that they have the right to vote in favor of the election of the 2020 Nominees and on each routine matter or proposal recommended for stockholder approval by the Board at the 2020 Annual Meeting.
The Settlement Agreement will terminate automatically on the earlier of the conclusion of the 2021 Annual Meeting and October 31, 2021, and each of the Issuer and the Wynnefield Reporting Persons has the right to terminate the Settlement Agreement in the event of a breach by the other party.
Under the Settlement Agreement, the Issuer has agreed to pay the fees and expenses of the Wynnefield Reporting Persons in the amount of $290,000.
Copies of the Press Release and Settlement Agreement are attached to this Schedule 13D as Exhibit 6 and Exhibit 7, respectively, and are incorporated herein by reference as if fully set forth herein. The foregoing summary descriptions of the Press Release and Settlement Agreement are not intended to be complete and are qualified in their entirety by the complete text of the Press Release and the Settlement Agreement.
Except as set forth in this addition to Item 4 or as required to comply with the Settlement Agreement, the rights, options and plans of the Wynnefield Reporting Persons disclosed in Item 4 of the Schedule 13D remain unchanged and are incorporated herein in their entirety.
Item 6. Contracts, Arrangements, Understandings or Relationships with respect to Securities of the Issuer
Item 6 of the Schedule 13D is hereby amended by the addition of the following:
The information set forth in Item 4 of the Schedule 13D is incorporated by reference herein.
Item 7. Material to be Filed as Exhibits.
Item 7 of the Schedule 13D is hereby amended by the addition of the following:
SIGNATURE
After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this Schedule 13D is true, complete and correct.
| Dated: June 1, 2020 | ||
| WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P. I | ||
| By: | Wynnefield Capital Management, LLC, | |
| its General Partner | ||
| By: | /s/ Nelson Obus | |
| Nelson Obus, Co-Managing Member | ||
| WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P. | ||
| By: | Wynnefield Capital Management, LLC, | |
| its General Partner | ||
| By: | /s/ Nelson Obus | |
| Nelson Obus, Co-Managing Member | ||
| WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND, LTD. | ||
| By: | Wynnefield Capital, Inc., | |
| its Investment Manager | ||
| By: | /s/ Nelson Obus | |
| Nelson Obus, President | ||
| WYNNEFIELD CAPITAL INC. PROFIT SHARING & MONEY PURCHASE PLAN | ||
| By: | /s/ Nelson Obus | |
| Nelson Obus, Co-Trustee | ||
WYNNEFIELD CAPITAL MANAGEMENT, LLC | ||
| By: | /s/ Nelson Obus | |
| Nelson Obus, Co-Managing Member | ||
WYNNEFIELD CAPITAL, INC. | ||
| By: | /s/ Nelson Obus | |
| Nelson Obus, President | ||
| /s/ Nelson Obus | ||
| Nelson Obus, Individually | ||
| /s/ Joshua Landes | ||
| Joshua Landes, Individually | ||