TeleCommunication Systems Agrees To Appoint Becker Drapkin Management’s Nominees To Board; Expand Board Size

In a new filing with the U.S. Securities and Exchange Commission, Becker Drapkin Management, managed by Matthew Drapkin and Steven R. Becker, revealed that it has entered into an agreement with TeleCommunication Systems Inc. (NASDAQ:TSYS). Under the terms of the agreement, TeleCommunication Systems Inc. (NASDAQ:TSYS) has agreed to appoint to the board two of three candidates nominated by Becker Drapkin Management.

According to the filing, Becker Drapkin Management holds 3.69 million class A common stock shares of TeleCommunication Systems Inc. (NASDAQ:TSYS), representing 6.7% of the company’s class A common stock shares outstanding. The stake represents a significant increase from 1.69 million shares the fund reported in its latest 13F filing.

Matthew Drapkin - Becker Drapkin Management

Dallas, Texas-based Becker Drapkin Management was founded in 2004. The hedge fund focuses on small-cap value situations in the U.S. equity markets. It likes to invest in technology, services, and consumer goods stocks. As of the end of September 2014, Becker Drapkin Management holds a 13F equity portfolio worth $181.91 million. Comverse Inc (NASDAQ:CNSI), XO Group Inc (NYSE:XOXO), and EMCORE Corporation (NASDAQ:EMKR) were represented as the largest equity positions, in term of value at the end of the third quarter of 2014. According to its latest 13F, Becker Drapkin Management held 1.45 million shares of Comverse Inc (NASDAQ:CNSI). Since October 2014, the company’s stock dropped by over 21%. The investor reported ownership of 2.08 million shares of XO Group Inc (NYSE:XOXO), and around 3.20 million shares of EMCORE Corporation (NASDAQ:EMKR), as of the end of the third quarter of 2014.

Last month, Becker Drapkin Management disclosed in a new SEC filing that it further cut its exposure to PowerSecure International Inc. (NYSE:POWR). According to the filing, the fund holds around 976,500 shares of the company, the stake is down from around 1.40 million shares held earlier.

Becker Drapkin Management nominated three candidates for election to the board of directors of TeleCommunication Systems Inc. (NASDAQ:TSYS) at the 2015 annual meeting of stockholders of the company. Under the agreement, TeleCommunication Systems Inc. (NASDAQ:TSYS) has agreed to appoint to the board two of the fund’s nominees within 30 days. One candidate will be appointed as Class I director and the other as a Class III director. Additionally, one nominee will join the nominating and governance committee of the board, and other will be appointed to the compensation committee of the board.

At the same time, TeleCommunication Systems Inc. (NASDAQ:TSYS) has agreed to increase the size of the board from eight to nine directors.

Maryland-based TeleCommunication Systems Inc. (NASDAQ:TSYS) is engaged in providing secure and highly reliable wireless communications. The company has a market cap of more than $166 million. Since February 2014, the company’s stock moved up over 24%. However, the stock dropped by over 5% during last six months. On Tuesday, TeleCommunication Systems Inc. (NASDAQ:TSYS) closed at $2.82. The consensus average target price for the stock is $4.50, while the consensus average recommendation is ‘Overweight,’ based on ratings by four analysts.

For nine months ended September 2014, TeleCommunication Systems Inc. (NASDAQ:TSYS) reported revenue of $266.6 million, down from $283.7 million in the same period in 2013. The company posted a net loss of $1.38 million, compared to a net loss of $2.86 million in 2013. Net loss per share was $0.02, versus $0.05 in 2013.

Last month, TeleCommunication Systems Inc. (NASDAQ:TSYS) announced that received a $16.4 million contract from the state of South Dakota to provide Next Generation 9-1-1 (NG9-1-1) services. The company will provide and operate South Dakota’s NG9-1-1 system for the next five years under the direction and guidance of the South Dakota 911 Coordination Board, according to a news release.

Drew A. Morin, senior vice president and chief technology officer of TeleCommunication Systems Inc. (NASDAQ:TSYS), has been selling the company’s shares since August 2014. In the beginning of December 2014, Morin reported selling 15,000 shares of the company at an average price of $3.08 apiece. Following the sale, Morin holds 419,203 shares of the company.

Among the largest shareholders of of TeleCommunication Systems Inc. (NASDAQ:TSYS) is Cannell Capital, led by J. Carlo Cannell, which disclosed holding 3.34 million shares as of the end of September 2014. Another investor is Algert Coldiron Investors, managed by Peter Algert and Kevin Coldiron, which reported ownership of 311,279 shares of the company.

Disclosure: none