Sec Form 13D Filing - Tadano Ltd. filing for MANITEX INT'L, INC (MNTX) - 2020-08-21

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D/A

Information To Be Included in Statements Filed Pursuant to § 240.13d-1(a) and

Amendments Thereto Filed Pursuant to § 240.13d-2(a)

(Amendment No. 3)*

MANITEX INTERNATIONAL, INC.

(Name of Issuer)

Common Stock, no par value

(Title of Class of Securities)

563420108

(CUSIP Number)

Tadashi Suzuki

Ko-34, Shinden-cho, Takamatsu,

Kagawa 761-0185, Japan

+81-87-839-5743

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

With Copies To:

Morgan, Lewis & Bockius LLP

ATTN: Bradley K. Edmister

101 Park Avenue, New York, New York 10178-0060

Telephone: +1-212-309-6110

August 14, 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 that is the subject of this Schedule 13D, and is filing this schedule because off §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ☐

 

 (1) Based upon 19,767,480 shares of Common Stock, no par value (“Common Stock”) of the Issuer (as defined below) outstanding as of August 3, 2020, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2020, filed with the Securities and Exchange Commission (the “Commission”) on August 7, 2020.

This Amendment No. 3 amends the Schedule 13D filed with the Commission on June 1, 2018 (the “Schedule 13D”), as amended by Amendment No. 1 filed with the SEC on March 18, 2019 and Amendment No. 2 filed with the SEC on March 12, 2020. Unless otherwise stated herein, the Schedule 13D remains in full force and effect. Terms used herein and not otherwise defined herein shall have the meaning ascribed thereto in the Schedule 13D.

 

Item 4. Purpose of Transaction

 

Item 4 is hereby amended and restated in its entirety as follows:

 

The shares of Common Stock owned by the Reporting Person have been acquired for investment purposes. The Reporting Person may make further acquisitions of the Common Stock from time to time and, subject to certain restrictions, including a lock-up provision that significantly restricts the Reporting Person’s discretion to dispose of shares of the Issuer’s Common Stock for a period of one year following the Closing Date as set forth in the Purchase Agreement, may dispose of any or all of the Common Stock held by it at any time depending on an ongoing evaluation of the investment in such securities, prevailing market conditions, other investment opportunities and other factors.

 

Except for the foregoing, the Reporting Person has no plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) through (c) and (e) through (j) of Item 4 of Schedule 13D. However, as part of its ongoing evaluation of this investment and investment alternatives, the Reporting Person may consider such matters and, subject to applicable law, may hold discussions with or make proposals to the management or the board of directors of the Issuer, other shareholders of the Issuer or other third parties regarding such matters.

 

With respect to paragraph (d) of Item 4, the Reporting Person has, pursuant to the Purchase Agreement, the right to nominate one individual (the “Nomination Right”) to serve on the Issuer’s Board of Directors (the “Board”) at any time on or following May 24, 2018. Pursuant to the Nomination Right, the Reporting Person has nominated Mr. Ingo Schiller to serve on the Issuer’s Board.

 

On March 13, 2019, Mr. Schiller was granted 9,000 shares of Common Stock by the Issuer as compensation for his service on the Board, of which 4,290 shares are vested or will vest within 60 days of this Amendment No. 3 and 4,710 shares remain subject to vesting conditions. The shares were assigned to the Reporting Person under the terms of Mr. Schiller’s arrangement with the Reporting Person.

 

On March 6, 2020, Mr. Schiller was granted 4,000 shares of Common Stock by the Issuer as compensation for his service on the Board, of which 1,320 shares are vested or will vest within 60 days of this Amendment No. 3 and 2,680 shares remain subject to vesting conditions. The shares were assigned to the Reporting Person under the terms of Mr. Schiller’s arrangement with the Reporting Person.

 

On August 14, 2020, Mr. Schiller was granted 5,000 shares of Common Stock by the Issuer as compensation for his service on the Board, of which 1,650 shares vested immediately and 3,350 shares remain subject to vesting conditions. The shares were assigned to the Reporting Person under the terms of Mr. Schiller’s arrangement with the Reporting Person.

 

Item 5. Interest in Securities of the Issuer

 

Item 5 is hereby amended and restated in its entirety as follows:

 

(a)-(b) As of the date hereof, the Reporting Person may be deemed to be the beneficial owner of 2,925,802 shares of Common Stock, representing approximately 14.8% of the Issuer’s issued and outstanding shares of Common Stock, based upon 19,767,480 shares of Common Stock outstanding as of August 3, 2020, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2020, filed with the Commission on August 7, 2020. None of the persons listed on Schedule A hereto is the beneficial owner of any shares of Common Stock.

 

(c) Except as described in this Schedule 13D, there have been no transactions in the shares of common stock effected by the Reporting Person, or, to the best of the Reporting Person’s knowledge, any person identified on Schedule A hereto, during the past 60 days.

 

(d) None.

 

(e) Not applicable.

 

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SIGNATURE

After reasonable inquiry and to the best of the knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: August 18, 2020

 

	Tadano Ltd.
	By:	/s/ Toshiaki Ujiie
		Name:	Toshiaki Ujiie
		Title:	Representative Director, Executive Vice President

 SCHEDULE A

Tadano Ltd.

 

Name		Principal Business Address		Present Principal Occupation
Koichi Tadano		Ko-34, Shinden-Cho, Takamatsu, Kagawa 761-0185 Japan		Representative Director, President and CEO
Toshiaki Ujiie		Ko-34, Shinden-Cho, Takamatsu, Kagawa 761-0185 Japan		Representative Director, Executive Vice President
Tamaki Okuyama		5405-3, Shido, Sanuki, Kagawa 769-2101 Japan		Director, Senior Executive Officer
Kenichi Sawada		5405-3, Shido, Sanuki, Kagawa 769-2101 Japan		Director, Executive Officer
Yasuyuki Yoshida		Ko-34, Shinden-Cho, Takamatsu, Kagawa 761-0185 Japan		Director
Yoshinori Noguchi		Ko-34, Shinden-Cho, Takamatsu, Kagawa 761-0185 Japan		Director
Shosaku Murayama		Ko-34, Shinden-Cho, Takamatsu, Kagawa 761-0185 Japan		Director
Tadashi Suzuki		Ko-34, Shinden-Cho, Takamatsu, Kagawa 761-0185 Japan		Executive Vice President
Shinichi Iimura		4-12, Kamezawa 2-chome, Sumida-Ku, Tokyo 130-0014 Japan		Executive Officer
Toshiyuki Takanashi		4-12, Kamezawa 2-chome, Sumida-Ku, Tokyo 130-0014 Japan		Executive Officer
Jens Ennen		Europaallee 2, 66482 Zweibrucken, Germany		Executive Officer
Hiroyuki Goda		5405-3, Shido, Sanuki, Kagawa 769-2101 Japan		Executive Officer