Filing Details

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. 7)¹

Numerex Corp.

(Name of Issuer)

Class A Common Stock, no par value

(Title of Class of Securities)

67053A 10 2

(CUSIP Number)

ERIC SINGER

VIEX Capital Advisors, LLC

825 Third Avenue, 33rd Floor

New York, New York 10022

 

STEVE WOLOSKY, 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)

 

August 2, 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.

 

 

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).

	1		NAME OF REPORTING PERSON
				VIEX Opportunities Fund, LP - Series One*
	2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP															(a) ☐
																		(b) ☐
	3		SEC USE ONLY
	4		SOURCE OF FUNDS
				WC
	5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)															☐
	6		CITIZENSHIP OR PLACE OF ORGANIZATION
				DELAWARE
NUMBER OF				7		SOLE VOTING POWER
SHARES
BENEFICIALLY							- 0 -
OWNED BY				8		SHARED VOTING POWER
EACH
REPORTING							399,837
PERSON WITH				9		SOLE DISPOSITIVE POWER
							- 0 -
				10		SHARED DISPOSITIVE POWER
							399,837
	11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				399,837
	12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES															☐
	13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				2.0%
	14		TYPE OF REPORTING PERSON
				PN

  

______________

 

* This Series One is part of a series of VIEX Opportunities Fund, LP, a series limited partnership.

	1		NAME OF REPORTING PERSON
				VIEX Special Opportunities Fund II, LP
	2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP															(a) ☐
																		(b) ☐
	3		SEC USE ONLY
	4		SOURCE OF FUNDS
				WC, OO
	5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)															☐
	6		CITIZENSHIP OR PLACE OF ORGANIZATION
				DELAWARE
NUMBER OF				7		SOLE VOTING POWER
SHARES
BENEFICIALLY							- 0 -
OWNED BY				8		SHARED VOTING POWER
EACH
REPORTING							1,259,908
PERSON WITH				9		SOLE DISPOSITIVE POWER
							- 0 -
				10		SHARED DISPOSITIVE POWER
							1,259,908
	11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				1,259,908
	12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES															☐
	13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				6.4%
	14		TYPE OF REPORTING PERSON
				PN

  

 

	1		NAME OF REPORTING PERSON
				VIEX Special Opportunities Fund III, 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 BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)															☐
	6		CITIZENSHIP OR PLACE OF ORGANIZATION
				DELAWARE
NUMBER OF				7		SOLE VOTING POWER
SHARES
BENEFICIALLY							- 0 -
OWNED BY				8		SHARED VOTING POWER
EACH
REPORTING							221,649
PERSON WITH				9		SOLE DISPOSITIVE POWER
							- 0 -
				10		SHARED DISPOSITIVE POWER
							221,649
	11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				221,649
	12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES															☐
	13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				1.1%
	14		TYPE OF REPORTING PERSON
				PN

  

 

	1		NAME OF REPORTING PERSON
				VIEX GP, 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 BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)															☐
	6		CITIZENSHIP OR PLACE OF ORGANIZATION
				DELAWARE
NUMBER OF				7		SOLE VOTING POWER
SHARES
BENEFICIALLY							- 0 -
OWNED BY				8		SHARED VOTING POWER
EACH
REPORTING							399,837
PERSON WITH				9		SOLE DISPOSITIVE POWER
							- 0 -
				10		SHARED DISPOSITIVE POWER
							399,837
	11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				399,837
	12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES															☐
	13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				2.0%
	14		TYPE OF REPORTING PERSON
				OO

  

 

	1		NAME OF REPORTING PERSON
				VIEX Special Opportunities GP II, 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 BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)															☐
	6		CITIZENSHIP OR PLACE OF ORGANIZATION
				DELAWARE
NUMBER OF				7		SOLE VOTING POWER
SHARES
BENEFICIALLY							- 0 -
OWNED BY				8		SHARED VOTING POWER
EACH
REPORTING							1,259,908
PERSON WITH				9		SOLE DISPOSITIVE POWER
							- 0 -
				10		SHARED DISPOSITIVE POWER
							1,259,908
	11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				1,259,908
	12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES															☐
	13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				6.4%
	14		TYPE OF REPORTING PERSON
				OO

  

 

	1		NAME OF REPORTING PERSON
				VIEX Special Opportunities GP III, 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 BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)															☐
	6		CITIZENSHIP OR PLACE OF ORGANIZATION
				DELAWARE
NUMBER OF				7		SOLE VOTING POWER
SHARES
BENEFICIALLY							- 0 -
OWNED BY				8		SHARED VOTING POWER
EACH
REPORTING							221,649
PERSON WITH				9		SOLE DISPOSITIVE POWER
							- 0 -
				10		SHARED DISPOSITIVE POWER
							221,649
	11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				221,649
	12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES															☐
	13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				1.1%
	14		TYPE OF REPORTING PERSON
				OO

  

 

	1		NAME OF REPORTING PERSON
				VIEX Capital Advisors, 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 BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)															☐
	6		CITIZENSHIP OR PLACE OF ORGANIZATION
				DELAWARE
NUMBER OF				7		SOLE VOTING POWER
SHARES
BENEFICIALLY							- 0 -
OWNED BY				8		SHARED VOTING POWER
EACH
REPORTING							1,881,394
PERSON WITH				9		SOLE DISPOSITIVE POWER
							- 0 -
				10		SHARED DISPOSITIVE POWER
							1,881,394
	11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				1,881,394
	12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES															☐
	13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				9.6%
	14		TYPE OF REPORTING PERSON
				IA

  

 

	1		NAME OF REPORTING PERSON
				Eric Singer
	2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP															(a) ☐
																		(b) ☐
	3		SEC USE ONLY
	4		SOURCE OF FUNDS
				AF, OO
	5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)															☐
	6		CITIZENSHIP OR PLACE OF ORGANIZATION
				USA
NUMBER OF				7		SOLE VOTING POWER
SHARES
BENEFICIALLY							16,000
OWNED BY				8		SHARED VOTING POWER
EACH
REPORTING							1,881,394
PERSON WITH				9		SOLE DISPOSITIVE POWER
							16,000
				10		SHARED DISPOSITIVE POWER
							1,881,394
	11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				1,897,394
	12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES															☐
	13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				9.6%
	14		TYPE OF REPORTING PERSON
				IN

  

The following constitutes Amendment No. 7 to the Schedule 13D filed by the undersigned (“Amendment No. 7”).

 

Item 3.

Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended and restated to read as follows:

The Shares purchased by each of Series One, VSO II and VSO III were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted on Schedule A, which is incorporated by reference herein.

The aggregate purchase price of the 399,837 Shares beneficially owned by Series One is approximately $3,423,551, excluding brokerage commissions.

The aggregate purchase price of the 1,259,908 Shares beneficially owned by VSO II, which includes certain Shares contributed to VSO II, is approximately $9,461,700, excluding brokerage commissions.

The aggregate purchase price of the 221,649 Shares beneficially owned by VSO III is approximately $1,887,060, excluding brokerage commissions.

The 16,000 Shares owned directly by Mr. Singer were awarded to him in his capacity as a director of the Issuer.

Item 4.

Purpose of Transaction.

Item 4 is hereby amended to add the following:

On August 2, 2017, the Issuer and Sierra Wireless, Inc. (“Sierra Wireless”) entered into a definitive merger agreement (the “Merger Agreement”) under which Sierra Wireless will acquire the Issuer in a stock-for-stock merger transaction (the “Merger”). Under the terms of the Merger Agreement, the shareholders of the Issuer will receive a fixed exchange ratio of 0.18 common shares of Sierra Wireless for each Share of the Issuer. Upon completion of the Merger, the Issuer will become a subsidiary of Sierra Wireless and the shareholders of the Issuer will own approximately 10% of the common shares of Sierra Wireless on a fully diluted basis. Concurrent with closing, the Issuer’s debt of approximately $20 million including fees will be repaid with Sierra Wireless cash. The Merger is expected to close in January 2018 subject to the receipt of Issuer shareholder approval and certain regulatory and government approvals, and satisfaction of other customary closing conditions.

Concurrently with the execution of the Merger Agreement, the Reporting Persons and Sierra Wireless entered into a Voting Agreement (the “Voting Agreement”), which provides, among other things, that the Reporting Persons will vote all of the Shares they beneficially own and all other Shares they may acquire after the date of the Voting Agreement and prior to the earlier of the effective time of the Merger and the termination date of the Merger Agreement (collectively, the “Subject Shares”) to approve the Merger Agreement and the Merger and in favor of the Issuer’s shareholder advisory vote contemplated by Rule 14a-21(c) under the Securities Exchange Act of 1934, as amended.

The foregoing description of the Merger Agreement and the Merger does not purport to be complete and is qualified in its entirety by reference to the Form 6-K filed by Sierra Wireless on August 3, 2017 disclosing the foregoing. The foregoing description of the Voting Agreement is qualified in its entirety by reference to the full text of the Voting Agreement, which is filed as an exhibit hereto and is incorporated herein by reference.

Item 5.

Interest in Securities of the Issuer.

Items 5(a)-(c) are hereby amended and restated to read as follows:

The aggregate percentage of Shares reported owned by each Reporting Person is based upon 19,675,128 Shares outstanding, which is the total number of Shares outstanding as of August 2, 2017, as disclosed in the Merger Agreement filed as Exhibit 99.1 to the Form 6-K filed by Sierra Wireless on August 3, 2017.

A.

Series One

(a)

As of the close of business on the date hereof, Series One beneficially owned 399,837 Shares.

Percentage: Approximately 2.0%

(b)

1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 399,837 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 399,837

 

(c)

Series One has not entered into any transactions in the Shares during the past sixty days.

B.

VSO II

(a)

As of the close of business on the date hereof, VSO II beneficially owned 1,259,908 Shares.

Percentage: Approximately 6.4%

(b)

1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 1,259,908 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 1,259,908

 

(c)

VSO II has not entered into any transactions in the Shares during the past sixty days.

C.

VSO III

(a)

As of the close of business on the date hereof, VSO III beneficially owned 221,649 Shares.

Percentage: Approximately 1.1%

(b)

1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 221,649 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 221,649

 

(c)

VSO III has not entered into any transactions in the Shares during the past sixty days.

D.

VIEX GP

(a)

VIEX GP, as the general partner of Series One, may be deemed the beneficial owner of the 399,837 Shares owned by Series One.

Percentage: Approximately 2.0%

(b)

1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 399,837 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 399,837

(c)

VIEX GP has not entered into any transactions in the Shares during the past sixty days.

E.

VSO GP II

(a)

VSO GP II, as the general partner of VSO II, may be deemed the beneficial owner of the 1,259,908 Shares owned by VSO II.

Percentage: Approximately 6.4%

(b)

1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 1,259,908 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 1,259,908

 

(c)

VSO GP II has not entered into any transactions in the Shares during the past sixty days.

F.

VSO GP III

(a)

VSO GP III, as the general partner of VSO III, may be deemed the beneficial owner of the 221,649 Shares owned by VSO III.

Percentage: Approximately 1.1%

(b)

1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 221,649 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 221,649

 

(c)

VSO GP III has not entered into any transactions in the Shares during the past sixty days.

G.

VIEX Capital

(a)

VIEX Capital, as the investment manager of Series One, VSO II and VSO III, may be deemed the beneficial owner of the (i) 399,837 Shares owned by Series One, (ii) 1,259,908 Shares owned by VSO II and (iii) 221,649 Shares owned by VSO III.

Percentage: Approximately 9.6%

(b)

1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 1,881,394 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 1,881,394

(c)

VIEX Capital has not entered into any transactions in the Shares during the past sixty days.

H.

Eric Singer

(a)

Mr. Singer, as the managing member of VIEX GP, VSO GP II, VSO GP III and VIEX Capital, may be deemed the beneficial owner of the (i) 399,837 Shares owned by Series One, (ii) 1,259,908 Shares owned by VSO II and (iii) 221,649 Shares owned by VSO III. Mr. Singer also directly owns 16,000 Shares awarded to him in his capacity as a director of the Issuer.

Percentage: Approximately 9.6%

(b)

1. Sole power to vote or direct vote: 16,000 2. Shared power to vote or direct vote: 1,881,394 3. Sole power to dispose or direct the disposition: 16,000 4. Shared power to dispose or direct the disposition: 1,881,394

 

(c)

Mr. Singer has not entered into any transactions in the Shares during the past sixty days.

The filing of this Amendment No. 7 shall not be construed as an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any of the Shares reported herein. Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 is hereby amended to add the following:

Reference is made to the Voting Agreement described in Item 4.

Item 7.

Material to be Filed as Exhibits.

Item 7 is hereby amended to add the following exhibit:

99.1

Voting Agreement by and among the Reporting Persons and Sierra Wireless, dated August 2, 2017.

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: August 4, 2017

 

	VIEX Opportunities Fund, LP – Series One
	By:	VIEX GP, LLC General Partner
	By:	/s/ Eric Singer
		Name:	Eric Singer
		Title:	Managing Member

 

 

	VIEX GP, LLC
	By:	/s/ Eric Singer
		Name:	Eric Singer
		Title:	Managing Member

 

 

	VIEX Special Opportunities Fund II, LP
	By:	VIEX Special Opportunities GP II, LLC General Partner
	By:	/s/ Eric Singer
		Name:	Eric Singer
		Title:	Managing Member

 

 

	VIEX Special Opportunities GP II, LLC
	By:	/s/ Eric Singer
		Name:	Eric Singer
		Title:	Managing Member

 

 

	VIEX Special Opportunities Fund III, LP
	By:	VIEX Special Opportunities GP III, LLC General Partner
	By:	/s/ Eric Singer
		Name:	Eric Singer
		Title:	Managing Member

 

 

	VIEX Special Opportunities GP III, LLC
	By:	/s/ Eric Singer
		Name:	Eric Singer
		Title:	Managing Member

 

 

	VIEX Capital Advisors, LLC
	By:	/s/ Eric Singer
		Name:	Eric Singer
		Title:	Managing Member

 

 

	/s/ Eric Singer
	Eric Singer