Filing Details
- Accession Number:
- 0001654954-17-007838
- Form Type:
- 13D Filing
- Publication Date:
- 2017-08-22 16:04:39
- Filed By:
- Relm Wireless Corp
- Company:
- Iteris Inc. (NASDAQ:ITI)
- Filing Date:
- 2017-08-22
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Fundamental Global Investors | 0 | 2,126,948 | 0 | 2,126,948 | 6.5% | |
| Fundamental Global Partners | 0 | 261,231 | 0 | 261,231 | 0.8% | |
| Fundamental Global Partners Master Fund | 0 | 250,789 | 0 | 250,789 | 0.8% | |
| RELM Wireless Corporation | 0 | 1,614,928 | 0 | 1,614,928 | 5.0% | |
| D. Kyle Cerminara | 10,751 | 2,126,948 | 10,751 | 2,126,948 | 6.6% |
Filing
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE
13d-1(a) AND
AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
|
ITERIS, INC. |
| (Name
of Issuer) |
| |
|
Common Stock, $0.10 par value per share |
| (Title
of Class of Securities) |
| |
|
46564T107 |
| (CUSIP
Number) |
| |
|
D. Kyle Cerminara
Fundamental Global Investors, LLC
4201 Congress Street, Suite 140
Charlotte, North Carolina 28209
(704) 323-6851
William P. Kelly
RELM Wireless Corporation
7100 Technology Drive
West Melbourne, Florida 32904
(321) 984-1414 |
|
With a copy to:
Derek D. Bork
Thompson Hine LLP
3900 Key Center
127 Public Square
Cleveland, Ohio 44114
(216) 566-5500 (Name,
Address and Telephone Number of Person Authorized to Receive
Notices and Communications) |
| |
|
August 16, 2017 |
| (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. 46564T107 | SCHEDULE
13D | Page
2 of 10
Pages |
|
1 | NAME OF
REPORTING PERSON
Fundamental Global Investors, LLC | | ||
|
2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a)
☐(b)
☐ | ||
|
3 | SEC USE
ONLY | | ||
|
4 | SOURCE
OF FUNDS
AF | | ||
|
5 | CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e) |
☐ | ||
|
6 | CITIZENSHIP
OR PLACE OF ORGANIZATION
North Carolina | | ||
| NUMBER
OF SHARES BENEFICIALLY OWNED
BY EACH
REPORTING PERSON WITH |
7 | SOLE
VOTING POWER
0 | ||
|
8 | SHARED
VOTING POWER
2,126,948 | |||
|
9 | SOLE
DISPOSITIVE POWER
0 | |||
|
10 | SHARED
DISPOSITIVE POWER
2,126,948 | |||
|
11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
2,126,948* | |||
|
12 | CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |
☐ | ||
|
13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.5% | | ||
|
14 | TYPE OF
REPORTING PERSON
OO | | ||
________________
*In addition, CWA Asset Management Group, LLC, 50% of which is
owned by Fundamental Global Investors, LLC, holds 99,578 shares of
Common Stock for the accounts of individual investors.
| CUSIP
No. 46564T107 | SCHEDULE
13D | Page
3 of 10
Pages |
|
1 | NAME OF
REPORTING PERSON
Fundamental Global Partners, LP | | ||
|
2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a)
☐(b)
☐ | ||
|
3 | SEC USE
ONLY | | ||
|
4 | SOURCE
OF FUNDS
WC | | ||
|
5 | CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
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
0 | ||
|
8 | SHARED
VOTING POWER
261,231 | |||
|
9 | SOLE
DISPOSITIVE POWER
0 | |||
|
10 | SHARED
DISPOSITIVE POWER
261,231 | |||
|
11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
261,231 | |||
|
12 | CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |
☐ | ||
|
13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.8% | | ||
|
14 | TYPE OF
REPORTING PERSON
PN | | ||
| CUSIP
No. 46564T107 | SCHEDULE
13D | Page
4 of 10
Pages |
|
1 | NAME OF
REPORTING PERSON
Fundamental Global Partners Master Fund, LP | | ||
|
2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a)
☐(b)
☐ | ||
|
3 | SEC USE
ONLY | | ||
|
4 | SOURCE
OF FUNDS
WC | | ||
|
5 | CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
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
0 | ||
|
8 | SHARED
VOTING POWER
250,789 | |||
|
9 | SOLE
DISPOSITIVE POWER
0 | |||
|
10 | SHARED
DISPOSITIVE POWER
250,789 | |||
|
11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
250,789 | |||
|
12 | CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |
☐ | ||
|
13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.8% | | ||
|
14 | TYPE OF
REPORTING PERSON
PN | | ||
| CUSIP
No. 46564T107 | SCHEDULE
13D | Page
5 of 10
Pages |
|
1 | NAME OF
REPORTING PERSON
RELM Wireless Corporation | | ||
|
2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a)
☐(b)
☐ | ||
|
3 | SEC USE
ONLY | | ||
|
4 | SOURCE
OF FUNDS
WC | | ||
|
5 | CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e) |
☐ | ||
|
6 | CITIZENSHIP
OR PLACE OF ORGANIZATION
Nevada | | ||
| NUMBER
OF SHARES BENEFICIALLY OWNED
BY EACH
REPORTING PERSON WITH |
7 | SOLE
VOTING POWER
0 | ||
|
8 | SHARED
VOTING POWER
1,614,928 | |||
|
9 | SOLE
DISPOSITIVE POWER
0 | |||
|
10 | SHARED
DISPOSITIVE POWER
1,614,928 | |||
|
11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
1,614,928 | |||
|
12 | CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |
☐ | ||
|
13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.0% | | ||
|
14 | TYPE OF
REPORTING PERSON
CO | | ||
| CUSIP
No. 46564T107 | SCHEDULE
13D | Page
6 of 10
Pages |
|
1 | NAME OF
REPORTING PERSON
D. Kyle Cerminara | | ||
|
2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a)
☐(b)
☐ | ||
|
3 | SEC USE
ONLY | | ||
|
4 | SOURCE
OF FUNDS
OO; AF | | ||
|
5 | CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e) |
☐ | ||
|
6 | CITIZENSHIP
OR PLACE OF ORGANIZATION
United States of America | | ||
| NUMBER
OF SHARES BENEFICIALLY OWNED
BY EACH
REPORTING PERSON WITH |
7 | SOLE
VOTING POWER
10,751* | ||
|
8 | SHARED
VOTING POWER
2,126,948 | |||
|
9 | SOLE
DISPOSITIVE POWER
10,751* | |||
|
10 | SHARED
DISPOSITIVE POWER
2,126,948 | |||
|
11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
2,137,699* | |||
|
12 | CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |
☐ | ||
|
13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.6% | | ||
|
14 | TYPE OF
REPORTING PERSON
IN | | ||
________________
*Includes 8,146 restricted stock units.
| CUSIP
No. 46564T107 | SCHEDULE
13D | Page
7 of 10
Pages |
This
Amendment No. 5 to Statement of Beneficial Ownership on Schedule
13D (this “Amendment No.
5”) amends the Statement
of Beneficial Ownership on Schedule 13D filed by the Reporting
Persons on February 26, 2016 (as amended, the “Schedule 13D” or this “Statement”), with respect to the Common Stock,
$0.10 par value per share (the “Common Stock”), of Iteris, Inc., a Delaware
corporation (the “Company”). Capitalized terms used but not
defined in this Amendment No. 5 shall have the meanings set forth
in the Schedule 13D. Except as amended and supplemented by this
Amendment No. 5, the Schedule 13D remains unchanged.
Item 2.
Identity and Background.
Information
regarding the identity and background of each executive officer and
director of RELM is set forth on Schedule B to this
Statement. Each of the individuals identified on
Schedule B to this Statement is a U.S. citizen.
None of
the Reporting Persons, any of their partners, managers, officers or
other controlling persons or, to the Reporting Persons’
knowledge, any individuals identified on Schedule B to this
Statement has, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors).
None of
the Reporting Persons, any of their partners, managers, officers or
other controlling persons or, to the Reporting Persons’
knowledge, any individuals identified on Schedule B to this
Statement has, during the last five years, been a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject
to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such
laws.
Item 4. Purpose of Transaction.
On
August 16, 2017, in connection with his decision not to stand for
re-election to the Company’s Board of Directors at its 2017
Annual Stockholder Meeting (the “2017 Annual Meeting”),
Mr. Cerminara, Chief Executive Officer of Fundamental Global
Investors, LLC and Chairman of the Board of Directors of RELM
Wireless Corporation, entered into a letter agreement with the
Company, pursuant to which Mr. Cerminara agreed to a standstill on
behalf of himself and the Reporting Persons with regard to the 2017
Annual Meeting and to vote his shares, and to cause the shares held
by the Reporting Persons to be voted, for the slate of directors
nominated by the Company at the 2017 Annual Meeting. The Company
agreed to accelerate the vesting of Mr. Cerminara’s 8,146
restricted stock units as of the date of the 2017 Annual Meeting.
The letter agreement is filed as Exhibit 99.1 to this Statement and
is incorporated herein by reference.
Item 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer.
Information set
forth in Item 4 is incorporated herein by reference.
Pursuant to rule
13d-1(k) promulgated under the Securities Exchange Act of 1934, as
amended, the Reporting Persons have entered into an agreement with
respect to the joint filing of this Amendment No. 5, which
agreement is set forth on the signature page to this
Statement.
Item 7. Material to Be Filed as Exhibits.
Agreement, dated as
of August 16, 2017, by and between Iteris, Inc. and Mr.
Cerminara.
| CUSIP
No. 46564T107 | SCHEDULE
13D | Page
8 of 10
Pages |
SIGNATURE
After
reasonable inquiry and to the best of our knowledge and belief, the
undersigned certifies that the information set forth in this
Statement is true, complete and correct.
In
accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange
Act of 1934, as amended, the persons named below agree to the joint
filing on behalf of each of them of this Statement on Schedule 13D
with respect to the Common Stock of the Company.
Dated:
August 22, 2017
FUNDAMENTAL
GLOBAL PARTNERS, LP,
by
Fundamental Global Partners GP, LLC, its general
partner
/s/ D. Kyle Cerminara
D. Kyle
Cerminara
Partner
and Manager
FUNDAMENTAL
GLOBAL PARTNERS MASTER FUND, LP,
by FG
Partners GP, LLC, its general partner
/s/ D. Kyle Cerminara
D. Kyle
Cerminara
Manager
FUNDAMENTAL
GLOBAL INVESTORS, LLC
/s/ D. Kyle Cerminara
D. Kyle
Cerminara
Chief
Executive Officer, Partner and Manager
FGI
FUNDS MANAGEMENT, LLC
/s/ D. Kyle Cerminara
D. Kyle
Cerminara
Manager
D. KYLE CERMINARA
/s/ D. Kyle Cerminara
LEWIS
M. JOHNSON
/s/ Lewis M. Johnson
JOSEPH H. MOGLIA
/s/ Joseph H. Moglia
RELM
WIRELESS CORPORATION
/s/ William P. Kelly
William
P. Kelly
EVP and
Chief Financial Officer
| CUSIP
No. 46564T107 | SCHEDULE
13D | Page
9 of 10
Pages |
Schedule B
Identity and Background of Executive Officers of RELM Wireless
Corporation
|
Name |
Business Address |
Present Principal Occupation and Name, Principal
Business and Address of any Organization in which
such Employment Is Conducted |
| Timothy
A. Vitou | 7100
Technology Drive West
Melbourne, FL 32904 | President RELM
Wireless Corporation 7100
Technology Drive West
Melbourne, FL 32904 |
| William
P. Kelly | 7100
Technology Drive West
Melbourne, FL 32904 | Executive
Vice President and Chief Financial Officer RELM
Wireless Corporation 7100
Technology Drive West
Melbourne, FL 32904 |
| James
R. Holthaus | 7100
Technology Drive West
Melbourne, FL 32904 | Chief
Technology Officer RELM
Wireless Corporation 7100
Technology Drive West
Melbourne, FL 32904 |
| James
E. Gilley | 7100
Technology Drive West
Melbourne, FL 32904 | Chief
Scientist RELM
Wireless Corporation 7100
Technology Drive West
Melbourne, FL 32904 |
Identity and Background of Directors of RELM Wireless
Corporation
|
Name |
Business Address |
Present Principal Occupation and Name, Principal
Business and Address of any Organization in which
such Employment Is Conducted |
| D. Kyle
Cerminara Chairman
of the Board of
RELM | 4201
Congress Street, Suite
140 Charlotte,
NC 28209 11422
Miracle Hills Drive Suite
300 Omaha,
NE 68154 131
Plantation Ridge Drive Suite 100 Mooresville,
NC 28117 | Chief
Executive Officer Fundamental
Global Investors, LLC 4201
Congress Street, Suite 140 Charlotte,
NC 28209 Chief
Executive Officer and Chairman
of the Board of Directors Ballantyne
Strong, Inc. 11422
Miracle Hills Drive, Suite 300 Omaha,
NE 68154 Ballantyne
Strong, Inc. is a publicly-held holding company with diverse
business activities focused on serving the cinema, retail,
financial, and government markets. |
| Lewis
M. Johnson | c/o CWA
Asset Management Group, LLC 9130
Galleria Court Third
Floor Naples,
FL 34109 c/o
Fundamental Global Investors, LLC 4201
Congress Street Suite
140 Charlotte,
NC 28209 | CWA
Asset Management Group, LLC 9130
Galleria Court, Third Floor Naples,
FL 34109 Co-Founder
and Partner Fundamental
Global Investors, LLC 4201
Congress Street, Suite 140 Charlotte,
NC 28209 |
| CUSIP
No. 46564T107 | SCHEDULE
13D | Page
10 of 10
Pages |
| General
E. Gray Payne | c/o The
Columbia Group 100 M
Street SE, Suite 900 Washington,
D.C. 20003 | Senior
Vice President The
Columbia Group 100 M
Street SE, Suite 900 Washington,
D.C. 20003 The
Columbia Group is a federal consulting firm working with the
Department of Defense, Department of Homeland Security, NOAA and
private clients. |
| Charles
T. Lanktree | 7100
Technology Drive West
Melbourne, FL 32904 | President
and Chief Executive Officer Eggland’s
Best, LLC 2
Ridgedale Avenue, Suite 201
Cedar Knolls, NJ 07927 Eggland’s
Best, LLC is a distributor of nationally branded eggs. |
| Ryan
R.K. Turner | 7100
Technology Drive West
Melbourne, FL 32904 | Vice
President of Strategic Investments Ballantyne
Strong, Inc. 11422
Miracle Hills Drive, Suite 300 Omaha,
NE 68154 |
| | | Ballantyne
Strong, Inc. is a publicly-held holding company with diverse
business activities focused on serving the cinema, retail,
financial, and government markets. |
| John W.
Struble | 7100
Technology Drive West
Melbourne, FL 32904 | Chief
Financial Officer IntraPac
International Corporation 136
Fairview Road, Suite 320 Mooresville,
NC 28117 IntraPac
International Corporation is a private equity owned manufacturing
company. |
| Michael
R. Dill | 7100
Technology Drive West
Melbourne, FL 32904 | President,
Aerospace, Power Generation and General
Industrial divisions AFGlobal
Corporation 945
Bunker Hill Rd, Suite 500 Houston,
TX 77024 AFGlobal
Corporation is a privately-held, integrated technology and
manufacturing company. |