John Fichthorn‘s Dialectic Capital Management recently filed a 13D with the SEC, reporting that it has sent two letters to the board of directors of Covisint Corp (NASDAQ:COVS). In the first letter, sent on May 27, Dialectic Capital Management nominated Mr. Fichthorn, Mr. Daniels, Mr. Howe, Mr. Mutch, and Mr. Rose for election to the board at the company’s upcoming annual meeting of shareholders. In the second letter, which was delivered on June 2, the fund revealed its worries with the management of the company, particularly regarding the company’s decision to postpone the declaration of its “Plan B” until days after the deadline for nominating director candidates for election to the board. Dialectic Capital Management is still willing to try to reach a settlement with the company that will be in the interests of all shareholders. The filing also revealed an increase in the fund’s stake, with it currently owning 2.21 million shares, which amass 5.5% of Covisint Corp’s shares, compared to 1.77 million shares the fund reported holding in its latest 13F filing for the end of March.
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Covisint Corp (NASDAQ:COVS) is an information technology company that provides a variety of cloud engagement platforms, allowing different business to have a secure private connection with other businesses, consumers, and suppliers. Since the beginning of the year the company’s stock is down by 14.8%. For the third quarter of fiscal year 2016, Covisint Corp (NASDAQ:COVS) reported revenue of $19.16 million, down from $21.76 million a year earlier. Covisint will report its fiscal fourth quarter and full 2016 fiscal year results on June 6.
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As per Insider Monkey’s database, Paul Singer’s Elliott Management held the largest position in Covisint Corp (NASDAQ:COVS) at the end of March, worth around $5.9 million, while the second-largest stake was held by Jim Roumell’s Roumell Asset Management, valued at $4.1 million. Other investors long the stock were George McCabe’s Portolan Capital Management, Jim Simons’ Renaissance Technologies, and Clint Carlson’s Carlson Capital.
You can access the original SEC filing by clicking here.
Ownership Summary Table
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Dialectic Capital Partners | 255,800 | 255,800 | 255,800 | Less than 1% | ||
| Dialectic Offshore, Ltd | 943,400 | 943,400 | 943,400 | 2.3% | ||
| Dialectic Antithesis Partners | 1,011,288 | 1,011,288 | 1,011,288 | 2.5% | ||
| Dialectic Capital Management | 2,210,488 | 2,210,488 | 2,210,488 | 5.5% | ||
| Dialectic Capital | 2,210,488 | 2,210,488 | 2,210,488 | 5.5% | ||
| Bernard J. Eastwood | 2,210,488 | 2,210,488 | 2,210,488 | 5.5% | ||
| John Fichthorn | 2,210,488 | 2,210,488 | 2,210,488 | 5.5% | ||
| Scott Daniels | 0% | |||||
| Alan B. Howe | 0% | |||||
| John Mutch | 0% | |||||
| Edward Rose | 0% |
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Page 1 of 24 – SEC Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
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. )1
Covisint Corporation
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
22357R 10 3
(CUSIP Number)
JOHN FICHTHORN
DIALECTIC CAPITAL MANAGEMENT, LP
119 ROWAYTON AVENUE, 2ND FLOOR
NORWALK, CONNECTICUT 06853
(212) 230-3232
STEVE WOLOSKY, ESQ.
ANDREW M. FREEDMAN, ESQ.
OLSHAN FROME WOLOSKY LLP
1325 Avenue of the Americas
New York, New York 10019
(212) 451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 25, 2016
(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.
_______________
1 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).
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