UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
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Definitive Proxy Statement
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Soliciting Material Pursuant to Rule 14a-12
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RESONANT
INC.
(Name
of Registrant as Specified in its Charter)
PARK CITY CAPITAL, LLC
PARK CITY CAPITAL OFFSHORE MASTER, LTD.
MICHAEL J. FOX
Robert M. Pons
Lee M. Gopadze
Alan B. Howe
Jack H. Jacobs
Louis J. Basenese,
III
(Name
of Person(s) Filing Proxy Statement, if other than the Registrant)
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Park City Capital Announces Director
Nominees for
Proxy Contest at Resonant Inc.
DALLAS, TX, March 6, 2018 – Park
City Capital, LLC, the beneficial owner with its affiliates of approximately 5.2% of the shares of Resonant Inc. (Nasdaq: RESN),
today announced its director nominees for the proxy contest it has initiated to elect a new board of directors at Resonant’s
2018 annual meeting of shareholders. Resonant’s full board of directors is elected annually.
Park City is concerned that the current
Resonant board—with a lack of meaningful ownership in the company and with two executives and a company service provider
on the board—has been all too eager to continually return to the capital markets to effectuate dilutive financings—including
with favored shareholders at deep market discounts—and to implement excessive equity programs for executives.
Park City is even more concerned that the
Resonant board has carried out its dilutive financing strategy while deliberately excluding Park City’s current board representative,
Michael Fox, from the board’s review process. Park City has attempted to work constructively with the board, but
has repeatedly been rebuffed and excluded simply for raising valid board matters for consideration. The Resonant board
has even taken the extreme and outdated entrenchment measure of forming a committee to operate as a shadow board—which includes
all of its directors other than Mr. Fox—to exclude Mr. Fox from board matters.
Park City believes that the Resonant board
has failed to achieve a stock price for the company that reflects the true value of the company’s technology. Park
City believes that Resonant may be able to achieve a better outcome for shareholders by pursuing a sale of the company, which Park
City believes is likely to attract a buyer willing to value the company more favorably than the current market for Resonant stock.
Resonant’s stock currently trades approximately 30% below its 2014 IPO price of $6.00 per share.
For these reasons, Park City Capital will
nominate the following director candidates at Resonant’s annual meeting:
Robert M. Pons
is the President
of Spartan Advisors, Inc., a management consulting company specializing in microcap telecom and technology companies.
He
previously served as an executive with PTGi International, an international wholesale telecommunications service provider, as CEO
of PTGi Holdings, Inc., a diversified telecommunications operator, and as Chairman of Live Microsystems, a mobile applications
platform company. He also previously held executive positions with several other communications, wireless application,
and software companies. He serves on the board of directors and is the Lead Director of Inseego Corp. (formerly Novatel
Wireless, Inc.), a provider of wireless solutions for the mobile telecommunications market.
Lee M. Gopadze
is the Chairman of
the Board of Proxim Wireless Corporation, a wireless communications infrastructure manufacturer, and previously served as CEO of
Proxim Wireless. He previously held executive positions with Covad Communications, SkyRiver Communications and Metricom. He
currently serves on the board of directors of Proxim Wireless and Sunrise Telecom.
Alan B. Howe
is a co-founder and
the managing partner of Broadband Initiatives, LLC, a telecommunications consulting firm. He served as Vice President
of Strategic and Wireless Business Development for Covad Communications, a national broadband telecommunications company, and as
CFO and Vice President of Corporate Development for Teletrack, a mobile data and location solutions provider. He previously
held executive positions with Sprint and Manufacturers Hanover Trust Company. He is a member of the boards of directors
of Determine, Inc., Data I/O Corporation, MagicJack Vocaltec, and WidePoint Corporation.
Jack H. Jacobs
has held the McDermott
Chair of Politics at West Point since 2005 and has served as an MSNBC military analyst since 2002. He is a principal
of The Fitzroy Group, Ltd., a real estate development firm. He was previously a managing director of Bankers Trust,
as well as a co-founder of AutoFinance Group, Inc. His military career included two tours of duty in Vietnam where he
was among the most highly decorated soldiers, earning three Bronze Stars, two Silver Stars and the Medal of Honor. He
is Co-Chairman of the Medal of Honor Foundation and a member of the board of trustees of the USO of New York. He is
the author of the book, “If Not Now, When?: Duty and Sacrifice in America’s Time of Need.”
Louis J. Basenese, III
is the CEO
of The Basenese Group LLC, a firm providing consulting and research services, analyzing companies, developing Internet-based financial
publishing companies, and providing strategic planning and business development services. He is also the founder and
Chief Analyst of Disruptive Tech Research, LLC, an independent equity research and advisory firm focusing on disruptive technology
companies. He previously served as an Investment Consultant at Morgan Stanley.
Michael J. Fox
is the CEO of Park
City Capital, LLC, a value-oriented investment management firm that he founded in 2008. He is also the co-founder of
Julie’s Real Foods LLC, a fast-growing natural food company that he co-founded with his wife, Julie. He previously
worked at J.P. Morgan, where he served as Vice President and Senior Business Services Analyst and headed the firm’s Business
Services Equity Research Group. He serves on the board of directors and as the Lead Director of Regional Health Properties,
Inc. and has served on the board of directors of Resonant since February 2016.
If you own shares of Resonant, Park
City would like to hear from you. Please contact Alliance Advisors, Park City’s proxy advisor, toll-free at 855-737-3183. If
you would like to speak with Michael J. Fox of Park City Capital, we urge you to contact him directly at 214-855-0801.
# # #
Park City Capital, LLC and Park City Capital
Offshore Master, Ltd. intend to make a filing with the SEC of a proxy statement and accompanying proxy card to solicit votes for
the election of director nominees at the 2018 annual meeting of shareholders of Resonant Inc.
Park City Capital Offshore Master, Ltd.
beneficially owns 1,035,000 shares of common stock, and warrants to purchase an additional 335,000 shares of common stock, of Resonant. Park
City Capital, LLC, which is the investment manager of Park City Capital Offshore Master, Ltd., and Michael J. Fox, who serves as
the chief executive officer and managing member of Park City Capital, LLC, also beneficially own these shares. The ownership
of shares and other securities of Resonant by Mr. Fox and Park City’s other board nominees will be set forth in the proxy
statement filed by Park City with the SEC.
Park City Capital, LLC, Park City Capital
Offshore Master, Ltd., their control persons, and their nominees to the Resonant board are the participants in this proxy solicitation. Information
regarding the participants and their interests in the solicitation will be included in Park City’s proxy statement and other
materials filed with the SEC. SHAREHOLDERS OF RESONANT SHOULD READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS CAREFULLY AND
IN THEIR ENTIRETY AS THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION RELATING TO THE ANNUAL MEETING AND PARK CITY’S
NOMINEES TO THE BOARD AND SOLICITATION OF PROXIES. THESE PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC’S
WEBSITE AT WWW.SEC.GOV OR FROM ALLIANCE ADVISORS, LLC.
Contact:
Alliance Advisors
Peter Casey, 973-873-7710
Toll-free number: 855-737-3183
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