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. 7)
Under the Securities Exchange Act of 1934
WILLIAMS INDUSTRIAL SERVICES GROUP INC.
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
37941P306
(CUSIP Number)
Wynnefield Partners Small Cap Value, L.P.
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 Avenue
New York, New York 10017
(212) 541-6222
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
March 5, 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. 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
1,859,983 (See Item 5) |
| 8 |
SHARED VOTING POWER
0 (See Item 5) | |
| 9 |
SOLE DISPOSITIVE POWER
1,859,983 (See Item 5) | |
| 10 |
SHARED DISPOSITIVE POWER
0 (See Item 5) |
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,859,983 (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)
7.6% |
|
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. 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
2,099,160 (See Item 5) |
| 8 |
SHARED VOTING POWER
0 (See Item 5) | |
| 9 |
SOLE DISPOSITIVE POWER
2,099,160 (See Item 5) | |
| 10 |
SHARED DISPOSITIVE POWER
0 (See Item 5) |
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,099,160 (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)
8.6% |
|
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
1,556,864 (See Item 5) |
| 8 |
SHARED VOTING POWER
0 (See Item 5) | |
| 9 |
SOLE DISPOSITIVE POWER
1,556,864 (See Item 5) | |
| 10 |
SHARED DISPOSITIVE POWER
0 (See Item 5) |
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,556,864 (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)
6.4% |
|
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
252,574 (See Item 5) |
| 8 |
SHARED VOTING POWER
0 (See Item 5) | |
| 9 |
SOLE DISPOSITIVE POWER
252,574 (See Item 5) | |
| 10 |
SHARED DISPOSITIVE POWER
0 (See Item 5) |
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
252,574 (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)
1.0% |
|
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
3,959,143 (See Item 5) |
| 8 |
SHARED VOTING POWER
0 (See Item 5) | |
| 9 |
SOLE DISPOSITIVE POWER
3,959,143 (See Item 5) | |
| 10 |
SHARED DISPOSITIVE POWER
0 (See Item 5) |
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,959,143 (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)
16.2% |
|
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
1,556,864 (See Item 5) |
| 8 |
SHARED VOTING POWER
0 (See Item 5) | |
| 9 |
SOLE DISPOSITIVE POWER
1,556,864 (See Item 5) | |
| 10 |
SHARED DISPOSITIVE POWER
0 (See Item 5) |
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,556,864 (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)
6.4% |
|
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
5,768,581 (See Item 5) | |
| 9 |
SOLE DISPOSITIVE POWER
0 (See Item 5) | |
| 10 |
SHARED DISPOSITIVE POWER
5,768,581 (See Item 5) |
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,768,581 (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)
23.6% |
|
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 (See Item 5) |
| 8 |
SHARED VOTING POWER
5,768,581 (See Item 5) | |
| 9 |
SOLE DISPOSITIVE POWER
0 (See Item 5) | |
| 10 |
SHARED DISPOSITIVE POWER
5,768,581 (See Item 5) |
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,768,581 (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)
23.6% |
|
14
|
TYPE OF REPORTING PERSON*
IN |
Item 1. Security and Issuer.
This Amendment No. 7 amends the Statement of Beneficial Ownership on Schedule 13D originally filed with the Securities and Exchange Commission (the “Commission”) on April 14, 2016, as amended by Amendment No. 1 filed on June 3, 2016, as amended by Amendment No. 2 filed on June 30, 2016, as amended by Amendment No. 3 filed on June 22, 2017, as amended by Amendment No. 4 filed on August 23, 2017, as amended by Amendment No. 5 filed on November 20, 2018 and as amended by Amendment 6 filed on November 19, 2019 (collectively the “Schedule 13D”) relates to the shares of common stock, $0.01 par value per share (the “Common Stock”) of Williams Industrial Services Inc., a Delaware corporation (the “Issuer”). The Issuer maintains its principal executive office at 100 Crescent Centre Parkway, Suite 1240, Tucker, Georgia 30084. Capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to them in the Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 of the Schedule 13D is hereby amended and restated as follows:
The securities reported in this Schedule 13D as directly beneficially owned by the Wynnefield Reporting Persons were acquired with funds of approximately $21,890,297 (including brokerage commissions). All such funds were provided from the working capital or personal funds of the Wynnefield Reporting Persons who directly beneficially own such securities.
Item 4. Purpose of the Transaction
Item 4 of the Schedule 13D is hereby amended by the addition of the following:
This Schedule 13D amendment is filed by the Wynnefield Reporting Person to report the acquisition of shares in the Issuer’s previously disclosed Rights Offering. The Rights Offering was backstopped by a commitment from the Wynnefield Reporting Persons pursuant to the Backstop Agreement, however, the backstop commitment was not utilized due to demand from other shareholders participating in the Rights Offering and the related oversubscription rights.
Other than as set forth in this Item 4, the Wynnefield Reporting Persons do not have any current plans, proposals or negotiations that relate to or would result in any of the matters referred to in paragraphs (a) through (j) of Item 4 of Schedule 13D. The Wynnefield Reporting Persons intend to review their investment in the Issuer on a continuing basis, and to the extent permitted by law, may seek to engage in discussions with other stockholders and/or with management and the Board of the Issuer concerning the business, operations or future plans of the Issuer. Depending on various factors including, without limitation, the Issuer’s financial position, the price levels of the shares of Common Stock, conditions in the securities markets and general economic and industry conditions, the Wynnefield Reporting Persons may, in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, purchasing additional shares of Common Stock, selling shares of Common Stock, engaging in short selling of or any hedging or similar transaction with respect to the Common Stock, taking any other action with respect to the Issuer or any of its securities in any manner permitted by law or changing its intention with respect to any and all matters referred to in paragraphs (a) through (j) of Item 4.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is hereby amended and restated as follows:
(a), (b) and (c) As of March 5, 2020, the Wynnefield Reporting Persons beneficially owned in the aggregate 5,768,581 shares of Common Stock, constituting approximately 23.6% of the outstanding shares of Common Stock. The percentage of shares of Common Stock reported as being beneficially owned by the Wynnefield Reporting Persons is based upon 24,441,810 shares expected by the Issuer to be outstanding as of the consummation of the Rights Offering, as set forth in the Issuer’s prospectus filed with the Commission on February 12, 2020, pursuant to Rule 424(b)(3) of the Securities Act of 1933, as amended.
The following table sets forth certain information with respect to shares of Common Stock directly beneficially owned by the Wynnefield Reporting Persons listed below:
| Name | Number of Common Stock | Percentage of Outstanding Common Stock | ||||||
| Wynnefield Partners | 1,859,983 | 7.6 | % | |||||
| Wynnenfield Partners I | 2,099,160 | 8.6 | % | |||||
| Wynnefield Offshore | 1,556,864 | 6.4 | % | |||||
| Plan | 252,574 | 1.0 | % | |||||
WCM is the sole general partner of Wynnefield Partners and Wynnefield Partners I and, accordingly, may be deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the Common Stock that Wynnefield Partners and Wynnefield Partners I beneficially own. WCM, as the sole general partner of Wynnefield Partners and Wynnefield Partners I, has the sole power to direct the voting and disposition of the Common Stock that Wynnefield Partners and Wynnefield Partners I beneficially own. Messrs. Obus and Landes are the co-managing members of WCM and, accordingly, each of Messrs. Obus and Landes may be deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the Common Stock that WCM may be deemed to beneficially own. Each of Messrs. Obus and Landes, as co-managing members of WCM, share the power to direct the voting and disposition of the shares of Common Stock that WCM may be deemed to beneficially own.
WCI is the sole investment manager of Wynnefield Offshore and, accordingly, may be deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the Common Stock that Wynnefield Offshore beneficially owns. WCI, as the sole investment manager of Wynnefield Offshore, has the sole power to direct the voting and disposition of the Common Stock that Wynnefield Offshore beneficially owns. Messrs. Obus and Landes are executive officers of WCI and, accordingly, each may be deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the Common Stock that WCI may be deemed to beneficially own. Messrs. Obus and Landes, as executive officers of WCI, share the power to direct the voting and disposition of the shares of Common Stock that WCI may be deemed to beneficially own.
The Plan is an employee profit sharing plan. Messrs. Obus and Landes are the co-trustees of the Plan and accordingly, Messrs. Obus and Landes may be deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the shares of Common Stock that the Plan may be deemed to beneficially own. Each of Messrs. Obus and Landes, as the trustees of the Plan, shares with the other the power to direct the voting and disposition of the shares of Common Stock beneficially owned by the Plan.
Beneficial ownership of the Common Stock shown on the cover pages of and set forth elsewhere in this Schedule 13D for each member of the Wynnefield Reporting Persons assumes that they have not formed a group for purposes of Section 13(d)(3) under the Exchange Act, and Rule 13d-5(b)(1) promulgated thereunder. If the members of the Wynnefield Reporting Persons were deemed to have formed a group for purposes of Section 13(d)(3) and Rule 13d-5(b)(1), the group would be deemed to own beneficially (and may be deemed to have shared voting and dispositive power over) in the aggregate 5,768,581 shares of Common Stock, constituting approximately 23.6% of the outstanding shares of Common Stock. The percentage of shares of Common Stock reported as being beneficially owned by the Wynnefield Reporting Persons is based upon 24,441,810 shares expected by the Issuer to be outstanding as of the consummation of the Rights Offering, as set forth in the Issuer’s prospectus filed with the Commission on February 12, 2020, pursuant to Rule 424(b)(3) of the Securities Act of 1933.
The filing of this Schedule 13D and any future amendment by the Wynnefield Reporting Persons, and the inclusion of information herein and therein with respect to WCM, WCI and Messrs. Obus and Landes, shall not be considered an admission that any of such persons, for the purpose of Section 16(b) of the Exchange Act, are the beneficial owners of any shares in which such persons do not have a pecuniary interest. Each of WCM, WCI and Messrs. Obus and Landes disclaims any beneficial ownership of the shares covered by this Schedule 13D.
The Wynnefield Reporting Persons have engaged in the following transactions involving shares of Common Stock during the last 60 days:
| Name | Date | Number of Shares | Purchase/Sale | Price Per Share | ||||||||||||
| Wynnefield Partners I | 03/05/2020 | 847,228 | Purchase | $ | 1.30 | |||||||||||
| Wynnefield Partners | 03/05/2020 | 657,033 | Purchase | $ | 1.30 | |||||||||||
| Wynnefield Offshore | 03/05/2020 | 504,675 | Purchase | $ | 1.30 | |||||||||||
| Plan | 03/05/2020 | 81,874 | Purchase | $ | 1.30 | |||||||||||
(d) and (e). Not Applicable.
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: March 12, 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 | ||