Page 4 of 8 – SEC Filing
This Amendment No. 4 (“Amendment No.
4”) amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission on February
25, 2016 (the “Original Schedule 13D”, and, together with the Original Schedule 13D as amended, the “Schedule
13D”) on behalf of Nokomis Capital, L.L.C., a Texas limited liability company (“Nokomis Capital”)
and Mr. Brett Hendrickson, the principal of Nokomis Capital, relating to the Common Stock, $0.10 par value (the “Common
Stock”) of Vishay Precision Group, Inc., a Delaware corporation (the “Issuer”). Capitalized terms
used herein and not otherwise defined in this Amendment No. 4 have the meanings set forth in the Schedule 13D. This Amendment No.
4 amends Items 4, 6 and 7 as set forth below.
| Item 4. | PURPOSE OF TRANSACTION |
| Item 4 of the Schedule 13D is hereby amended and supplemented by the addition of the following: |
| On July 26, 2017, Nokomis Capital entered into an amendment agreement with the Issuer (the “Amendment Agreement”) that modifies the terms and conditions of the original agreement, dated March 24, 2017 (the “Original Agreement” and, together with the Amendment Agreement, the “Agreement”), pursuant to which, among other things, the Issuer agreed to take all action necessary to appoint, effective immediately, Wes Cummins and Bruce A. Lerner to serve on the Board of Directors of the Issuer (the “Board”). Except as expressly provided in the Amendment Agreement, all of the terms and conditions of the Original Agreement are ratified and confirmed by the Amendment Agreement. The foregoing summary of the Amendment Agreement is qualified in its entirety by reference to the full text of the Amendment Agreement, which is attached as Exhibit 99.2 hereto and incorporated herein by reference. |
| Depending on various factors including, without limitation, the Issuer’s financial position and strategic direction, actions taken by the Board, price levels of the shares of Common Stock, other investment opportunities available to the Reporting Persons, conditions in the securities market and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment position in the Issuer as they deem appropriate including, without limitation, purchasing additional shares of Common Stock or selling some or all of their shares of Common Stock, except as may be limited by the Agreement. |
| Item 6. | CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER |
| Item 6 of the Schedule 13D is hereby amended and supplemented by the addition of the following: |
| As described further in Item 4 hereto, Nokomis Capital is a party to the Amendment Agreement, which is attached as Exhibit 99.2 to this Amendment No. 4 and is incorporated by reference herein. |
| Item 7. | EXHIBITS |
| Item 7 of the Schedule 13D is hereby amended and supplemented by the addition of the following: |
| Exhibit | Description |
| 99.2 | Amendment Agreement, dated July 26, 2017. |
