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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| CUSIP No. 262432-10-7 | Page 1 of 7 |
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
EnviroStar, Inc.
(Name of Issuer)
Common Stock, par value $0.025
(Title of Class of Securities)
262432107
(CUSIP Number)
Joseph Walsh, Esq.
Troutman Sanders LLP
405 Lexington Avenue
New York, New York 10174
212-704-6000
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
March 6, 2015
(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-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 § 240.13d-7 for other parties to whom copies are to be sent.
*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 (“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. 262432-10-7 | Page 2 of 7 |
1 |
NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Robert M. Steiner | ||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) ¨ | ||
| 3 | SEC USE ONLY | ||
| 4 |
SOURCE OF FUNDS*
PF
| ||
| 5 | CHECK 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(1) | |
| 8 |
SHARED VOTING POWER
0 | ||
| 9 |
SOLE DISPOSITIVE POWER
100,000 | ||
| 10 |
SHARED DISPOSITIVE POWER
0 | ||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
100,000 (1) | ||
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨
| ||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.42% | ||
| 14 |
TYPE OF REPORTING PERSON (See Instructions)
IN | ||
____________________________
(1) The 100,000 shares owned by the Reporting Person are subject to the Stockholders Agreement described herein under which Symmetric Capital LLC has sole voting power over such shares.
| CUSIP No. 262432-10-7 | Page 3 of 7 |
This Amendment No. 2 (“Amendment No. 2”) amends in its entirety (except that Item 5 only reflects transactions since the filing of Amendment No. 1) Items 4, 5 and 6 contained in the Schedule 13D filed on March 16, 2012 (the “Original Statement”), as amended by Amendment No. 1 filed on December 12, 2013 with respect to the Reporting Person’s beneficial ownership of Common Stock, $.025 par value (the "Common Stock"), of EnviroStar, Inc. (the "Issuer" or the "Company"). The Original Statement, as amended, including this Amendment No. 2, is referred to collectively as this “Statement.”
| Item 4 | Purpose of the Transaction |
“On March 6, 2015, the Reporting Person, Michael Steiner and Symmetric Capital LLC (the ‘Purchaser”), a Florida limited liability company controlled by Henry Nahmad, entered into and closed a Stock Purchase Agreement (the “Purchase Agreement”), pursuant to which the Reporting Person and Michael Steiner sold and transferred to the Purchaser (the “Sale Transaction”) an aggregate of 2,838,194 shares (the “Shares”) of the Common Stock of the Issuer for an aggregate purchase price of $6,102,117.10 (the “Purchase Price”). Michael Steiner sold and transferred to the Purchaser 1,928,646 of the Shares and received approximately $4.1 million of the Purchase Price, and the Reporting Person sold and transferred to the Purchaser 909,548 of the Shares and received approximately $2.0 million of the Purchase Price. After giving effect to the Sale Transaction, which was approved by the Issuer’s Board of Directors for purposes of Section 203 of the Delaware General Corporation Law, (a) the Purchaser owns 2,838,194 shares of Common Stock, or approximately 40.35% of the outstanding shares of Common Stock, (b) Michael Steiner owns 600,100 shares of Common Stock, or approximately 8.53% of the outstanding shares of Common Stock, and (c) the Reporting Person owns 100,000 shares of Common Stock, or approximately 1.42% of the outstanding shares of Common Stock. In addition, as a result of the Stockholders Agreement described below, the Purchaser has, and Henry Nahmad, the Manager of the Purchaser may be deemed to have, voting power over the shares representing approximately 50.3% of the outstanding shares of Common Stock. Effective as of the closing of the Sale Transaction, (1) Michael Steiner (a) resigned as the Issuer’s Chairman of the Board, Chief Executive Officer and President, and (b) was appointed the Issuer’s Executive Vice President and Chief Operating Officer, and (c) remains a director of the Issuer, and (2) Henry Nahmad, the sole manager of the Purchaser, was elected a director of the Issuer and was also appointed the Issuer’s Chairman of the Board, Chief Executive Officer and President.
The number of directors of the Issuer was increased from five to seven members and there is currently one vacancy on the Board.
The foregoing is a summary of the Purchase Agreement and is qualified in its entirety by reference thereto, a copy of which is filed as Exhibit 3(a) to this Statement.
Except for possible acquisitions or dispositions of shares of Common Stock depending on general market and economic conditions and other relevant factors and except as described herein, the Reporting Person has no plans or proposals which relate to or would result in: (a) the acquisition by the Reporting Person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer’s business or corporate structure; (g) any change in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to section 12(g)(4) of the Exchange Act; or (j) any action similar to any of those enumerated above.”
| CUSIP No. 262432-10-7 | Page 4 of 7 |
| Item 5 | Interest in Securities of the Issuer |
“(a) and (b) As of March 6, 2015, after giving effect to the Sale Transaction, the Reporting Person was the beneficial owner of the following shares of the Issuer’s Common Stock:
| Amount Beneficially Owned(1): | 100,000 | |||
| Percent of Class | 1.42 | % | ||
| Sole Voting Power(1) | 0 | |||
| Shared Voting Power | 0 | |||
| Sole Dispositive Power | 100,000 | |||
| Shared Dispositive Power | 0 |
__________________________
(1) The 100,000 shares owned by the Reporting Person are subject to the Stockholders Agreement described herein under which the Purchaser has sole voting power over to such shares.
(c) There were no transactions by the Reporting Person in the Common Stock since the filing of Amendment No. 10 to this Statement except that on March 6, 2015, the Reporting Person sold 909,548 shares of Common Stock to the Purchaser. As a result of the Stockholders’ Agreement described in Item 6, the Reporting Person has sole voting power over no shares of Common Stock and the Reporting Person has sole dispositive power over 100,000 shares of Common Stock.
(d) No other person is known to have the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of, the securities of the Issuer owned by the Reporting Person.
(e) On March 6, 2015, the Reporting Person ceased to be the beneficial owner of 5% of the Common Stock.”
| Item 6 | Contracts, Agreements, Understandings or Relationships With Respect to Securities of the Issuer |
“Pursuant to a Termination Letter Agreement, dated March 6, 2015 (the “Termination Agreement”), the Reporting Person and Michael Steiner terminated the Stockholders' Agreement, dated as of December 2, 2015.
| CUSIP No. 262432-10-7 | Page 5 of 7 |
Simultaneous with the execution and delivery of the Termination Agreement and the closing of the Sale Transaction, the Reporting Person and Michael Steiner entered into a Stockholders Agreement with the Purchaser and Henry Nahmad pursuant to which each of the Reporting Person and Michael Steiner (who as of the date hereof holds 600,100 shares of Common Stock) agreed to vote all shares of Common Stock owned by them at any time during the term of the Stockholders Agreement as directed by Henry Nahmad, as the Manager of the Purchaser, and have granted to Henry Nahmad, as the Manager of the Purchaser, an irrevocable proxy and power of attorney in furtherance thereof. The Stockholders Agreement also contains, among other things, (i) an agreement by the Purchaser (who as of the date hereof holds 2,838,194 shares of Common Stock) and Henry Nahmad to vote all of the shares of Common Stock owned by them in favor of the election of Michael Steiner to the Issuer’s Board of Directors for a period of five years, subject to earlier termination of such obligation under certain circumstances, (ii) certain transfer restrictions with respect to the shares of the Common Stock held by the Reporting Person and Michael Steiner, including a one-year restriction on the right to transfer the shares without the Purchaser’s consent and, following such one-year period, a right of first refusal held by the Purchaser with respect to proposed sales of the shares, (iii) a special call right which under limited circumstances would entitle the Purchaser (or its assignee) to purchase all of the shares of Common Stock held by the Reporting Person and Michael Steiner at the then-prevailing fair market value, and (iv) drag-along/tag-along provisions pursuant to which, in any proposed sale by the Purchaser of 25% or more of the shares that it owns to an unaffiliated third party, the Purchaser will have the right, subject to the terms and conditions of the Stockholders Agreement, to require the Reporting Person and Michael Steiner to sell the proportionate amount of their shares in the transaction on the same terms as the Purchaser is proposing to sell its shares, and if such drag-along right is not exercised, the Reporting Person and Michael Steiner will have the right, subject to the terms and conditions of the Stockholders Agreement, to elect to sell the proportionate amount of their shares in the transaction on the same terms as the Purchaser is proposing to sell its shares. The Stockholders Agreement has a term of five years, subject to earlier termination at the Purchaser’s election or under certain other limited circumstances.
The foregoing is a summary of the Termination Agreement and the Stockholder’s Agreement and is qualified in its entirety by reference thereto, copies of which are filed as Exhibits 3(b) and 3(c) to this Statement.”
| Item 7 | Material to be Filed as Exhibits |
| Exhibit 1(a) | Stockholders’ Agreement dated as of October 13, 2011 between the co-trustees of the William K. Steiner Revocable Trust, including the Reporting Person, and Michael Steiner. (1) |
| Exhibit 1(b) | Amendment to and Joinder in the Stockholders’ Agreement entered into on March 6, 2010 by the Reporting Person and Michael Steiner. (1) |
| Exhibit 2(a) | Termination Letter Agreement dated December 2, 2013 between the Reporting Person and Michael Steiner. (2) |
| Exhibit 2(b) | Stockholders’ Agreement dated as of December 2, 2013 between the Reporting Person and Michael Steiner. (2) |
| Exhibit 3(a) |
Stock Purchase Agreement dated as of March 6, 2015 by and among Reporting Person, Michael Steiner, Henry Nahmad and Symmetric Capital LLC. (3)
|
| Exhibit 3(b) |
Termination Agreement dated March 6, 2015 between the Reporting Person and Michael Steiner. (3)
|
| Exhibit 3(c) | Stockholders’ Agreement dated as of March 6, 2015 by and among Reporting Person, Michael Steiner, Henry Nahmad and Symmetric Capital LLC. (3) |
__________________________
| (1) | Filed with the Original Statement. |
| (2) | Filed with Amendment No. 1 |
| (3) | Filed herewith |
| CUSIP No. 262432-10-7 | Page 6 of 7 |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: March 9, 2015
| /s/ Robert M. Steiner | |
| Robert M. Steiner |
| CUSIP No. 262432-10-7 | Page 7 of 7 |
EXHIBIT INDEX
| Exhibit No. | Description |
| Exhibit 1(a) | Stockholders’ Agreement dated as of October 13, 2011 between the co-trustees of the William K. Steiner Revocable Trust, including the Reporting Person, and Michael Steiner. (1) |
| Exhibit 1(b) | Amendment to and Joinder in the Stockholders’ Agreement entered into on March 6, 2010 by the Reporting Person and Michael Steiner. (1) |
| Exhibit 2(a) | Termination Letter Agreement dated December 2, 2013 between the Reporting Person and Michael Steiner. (2) |
| Exhibit 2(b) | Stockholders’ Agreement dated as of December 2, 2013 between the Reporting Person and Michael Steiner. (2) |
| Exhibit 3(a) |
Stock Purchase Agreement dated as of March 6, 2015 by and among Reporting Person, Michael Steiner, Henry Nahmad and Symmetric Capital LLC. (3)
|
| Exhibit 3(b) |
Termination Agreement dated March 6, 2015 between the Reporting Person and Michael Steiner. (3)
|
| Exhibit 3(c) | Stockholders’ Agreement dated as of March 6, 2015 by and among Reporting Person, Michael Steiner, Henry Nahmad and Symmetric Capital LLC. (3) |
__________________________
| (1) | Filed with the Original Statement. |
| (2) | Filed with Amendment No. 1 |
| (3) | Filed herewith |