A newly-amended 13D filing with the US Securities and Exchange Commission filed by Nelson Obus and Joshua Landes‘ Wynnefield Capital on Global Power Equipment Group Inc. (NYSE:GLPW) revealed that the company, pursuant to the previous Election and Nomination Agreement, has appointed Nelson Obus to the board of directors and to the company’s nominating and corporate governance committee to serve until the next annual meeting of shareholders. Earlier, upon signing the agreement, the company has appointed David A. B. Brown to serve on the board.
Global Power Equipment Group (NYSE:GLPW) also granted to add both Mr. Obus and David A. B. Brown in its slate of board nominees for election at the 2016 annual meeting of shareholders. Both Mr. Brown and Mr.Obus will obtain compensation for serving as directors following the company’s non-employee director compensation program. Nelson Obus and Joshua Landes’ Wynnefield Capital currently owns 3.17 million common shares that represent 18.5% of the total outstanding stock.
Global Power Equipment Group is a company that offers professional maintenance services in industrial, energy, and infrastructure and process fields, while also providing customer-engineered equipment. Over the past 12 months, the company stock has lost 72.87%.
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Among hedge funds tracked by Insider Monkey, at the end of March, the most valuable position in Global Power Equipment Group (NYSE:GLPW) was held by Wynnefield Capital, while the second largest position was disclosed by Peter Schliemann’s Rutabaga Capital Management, worth around $1.6 million. Some other investors long the stock are Jeffrey Gendell’s Tontine Asset Management, Jeffrey Bronchick’s Cove Street Capital, and Paul Tudor Jones’s Tudor Investment Corp.
Investors who lost interest in this stock and sold off their positions include Phil Frohlich’s Prescott Group Capital Management, which dropped a position worth $3.2 million in stock, and Charles Frumberg’s Emancipation Capital, which dumped $3.1 million worth
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 |
|---|---|---|---|---|---|---|
| Wynnefield Partners Small Cap Value | 963,454 | 0 | 963,454 | 0 | 963,454 | 5.6% |
| Wynnefield Partners Small Cap Value | 1,573,953 | 0 | 1,573,953 | 0 | 1,573,953 | 9.2% |
| Wynnefield Small Cap Value Offshore Fund, Ltd. (No | 530,306 | 0 | 530,306 | 0 | 530,306 | 3.1% |
| Wynnefield Capital, Inc. Profit Sharing Money Purchase Plan | 100,005 | 0 | 100,005 | 0 | 100,005 | .6% |
| Wynnefield Capital Management | 2,537,407 | 0 | 2,537,407 | 0 | 2,537,407 | 14.8% |
| Wynnefield Capital, Inc. 13-3688495 | 530,306 | 0 | 530,306 | 0 | 530,306 | 3.1% |
| Nelson Obus | 0 | 3,167,718 | 0 | 3,167,718 | 3,167,718 | 18.5% |
| Joshua Landes | 0 | 3,167,718 | 0 | 3,167,718 | 3,167,718 | 18.5% |
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Page 1 of 12 – SEC Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Amendment No. 2)
Under the Securities Exchange Act of 1934
GLOBAL POWER EQUIPMENT 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.
1350 Avenue of the Americas, 26th Floor
New York, New York 10019
(212) 541-6222
(Name, Address and Telephone
Number of Person Authorized to Receive Notices and Communications)
June 27, 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 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 ¨
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Page 2 of 12 – SEC Filing
| 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 ¨ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 963,454 (See |
| 8 | SHARED VOTING POWER 0 (See | |
| 9 | SOLE DISPOSITIVE POWER 963,454 | |
| 10 | SHARED DISPOSITIVE POWER 0 (See |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 963,454 |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN ¨ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.6% |
| 14 | TYPE OF REPORTING PERSON* PN |
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Page 3 of 12 – SEC Filing
| 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 ¨ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 1,573,953 (See Item 5) |
| 8 | SHARED VOTING POWER 0 (See | |
| 9 | SOLE DISPOSITIVE POWER 1,573,953 (See Item 5) | |
| 10 | SHARED DISPOSITIVE POWER 0 (See |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,573,953 (See Item 5) |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN ¨ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.2% |
| 14 | TYPE OF REPORTING PERSON* PN |
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Page 4 of 12 – SEC Filing
| 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 |
| 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 ¨ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 530,306 |
| 8 | SHARED VOTING POWER 0 (See | |
| 9 | SOLE DISPOSITIVE POWER 530,306 | |
| 10 | SHARED DISPOSITIVE POWER 0 (See |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 530,306 (See Item 5) |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN ¨ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.1% |
| 14 | TYPE OF REPORTING PERSON* CO |
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Page 5 of 12 – SEC Filing
| 1 | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Wynnefield Capital, Inc. Profit Sharing & Money Purchase |
| 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 ¨ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 100,005 |
| 8 | SHARED VOTING POWER 0 (See | |
| 9 | SOLE DISPOSITIVE POWER 100,005 | |
| 10 | SHARED DISPOSITIVE POWER 0 (See |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 100,005 |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN ¨ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) .6% |
| 14 | TYPE OF REPORTING PERSON* EP |
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Page 6 of 12 – SEC Filing
| 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 ¨ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION New York |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 2,537,407 (See Item 5) |
| 8 | SHARED VOTING POWER 0 (See | |
| 9 | SOLE DISPOSITIVE POWER 2,537,407 (See Item 5) | |
| 10 | SHARED DISPOSITIVE POWER 0 (See |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,537,407 (See Item 5) |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN ¨ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.8% |
| 14 | TYPE OF REPORTING PERSON* OO |
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Page 7 of 12 – SEC Filing
| 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 ¨ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 530,306 |
| 8 | SHARED VOTING POWER 0 (See | |
| 9 | SOLE DISPOSITIVE POWER 530,306 | |
| 10 | SHARED DISPOSITIVE POWER 0 (See |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 530,306 (See Item 5) |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN ¨ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.1% |
| 14 | TYPE OF REPORTING PERSON* CO |
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Page 8 of 12 – SEC Filing
| 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 ¨ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION United States |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 (See |
| 8 | SHARED VOTING POWER 3,167,718 (See Item 5) | |
| 9 | SOLE DISPOSITIVE POWER 0 (See | |
| 10 | SHARED DISPOSITIVE POWER 3,167,718 (See Item 5) |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,167,718 (See Item 5) |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN ¨ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 18.5% |
| 14 | TYPE OF REPORTING PERSON* IN |
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Page 9 of 12 – SEC Filing
| 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 ¨ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION United States |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 (See |
| 8 | SHARED VOTING POWER 3,167,718 (See Item 5) | |
| 9 | SOLE DISPOSITIVE POWER 0 (See | |
| 10 | SHARED DISPOSITIVE POWER 3,167,718 (See Item 5) |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,167,718 (See Item 5) |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN ¨ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 18.5% |
| 14 | TYPE OF REPORTING PERSON* IN |
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Page 10 of 12 – SEC Filing
Item 1. Security and Issuer.
This Amendment No. 2 amends the Statement
of Beneficial Ownership on Schedule 13D originally filed with the Securities and Exchange Commission (the “Commission”)
on April 14, 2016 and as amended by Amendment No. 1 filed on June 3, 2016 (collectively the “Schedule 13D”) relates
to the shares of common stock, $0.01 par value per share (the “Common Stock”) of Global Power Equipment Group, Inc.,
a Delaware corporation (the “Issuer”). The Issuer maintains its principal executive office at 400 E. Las Colinas Boulevard,
Suite 400, Irving, Texas 75039.
Item 4. Purpose of the Transaction
Item 4 of the Schedule 13D is hereby amended by the addition
of the following:
Pursuant
to the Election and Nomination Agreement dated as of June 1, 2016 and effective as of May 25, 2016 (the “Nomination Agreement”)
entered into by each of Wynnefield Partners, Wynnefield Partners I, Wynnefield Offshore, the Plan, WCM and WCI, (collectively,
the “Nominating Parties”) with the Issuer, effective June 27, 2016, Nelson Obus,
age 69, was appointed as a director to serve on the Issuer’s Board until the 2016 Annual Meeting and to serve on the Nominating
and Corporate Governance Committee of the Issuer. Mr. Obus is an employee of the Nominating Parties and serves as their representative
on the Board. As previously disclosed in Amendment No.1 to the 13D filed on June 3, 2016, (“Amendment No. 1”) the Issuer
appointed David A. B. Brown to the Board effective May 25, 2016. Mr. Brown is not employed by, receives no compensation from and
is independent of the Nominating Parties and will not act as their representative.
Pursuant to the Nomination Agreement, the
Issuer also agreed to include Mr. Obus and David A. B. Brown in the Issuer’s slate of Board nominees for election at the
Issuer’s 2016 Annual Meeting and the Issuer’s 2017 Annual Meeting of Shareholders following the 2016 Annual Meeting
(the “2017 Annual Meeting”), and to use commercially reasonable efforts to cause the election of Mr. Brown and Mr.
Obus to the Board at the 2016 Annual Meeting and the 2017 Annual Meeting. In connection with the 2016 Annual Meeting and the 2017
Annual Meeting the Nominating Parties agreed to vote the shares of Common Stock beneficially owned by them for Mr. Brown and Mr.
Obus and five (5) Issuer nominees who are currently serving on the Board.
Like other non-employee directors, including
Mr. Brown, Mr. Obus will receive compensation for his service as director in accordance with the Issuer’s non-employee director
compensation program. There are no family relationships between Mr. Obus or Mr. Brown and any of the Issuer’s directors or
executive officers. There are no transactions to which the Issuer is a party and in which Mr. Obus or Mr. Brown has a direct or
indirect material interest that would be required to be disclosed under Item 404(a) of Regulation S-K.
A more detailed description of the terms
of the Nomination Agreement is included in the full text of such agreement, which was previously filed as an exhibit to Amendment
No. 1.
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Page 11 of 12 – SEC Filing
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: June 30, 2016 | ||
| 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 | ||
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Page 12 of 12 – SEC Filing
| /s/ Nelson Obus | |
| Nelson Obus, Individually | |
| /s/ Joshua Landes | |
| Joshua Landes, Individually |
