This Amendment No. 10 (Amendment No. 10) to Schedule 13D amends and supplements the statement on Schedule 13D originally filed by Red Oak Partners, LLC (the Reporting Persons) on February 4, 2009, as amended by amendments 1 through 9 (as amended, the Schedule 13D) relating to the common stock, par value $.01 per share (the Common Stock), of SMTC Corporation, a Delaware corporation (the Issuer). The principal executive offices of the Issuer are located at 7050 Woodbine Ave., Markham, Ontario, Canada L3R 4G8. Except as specifically amended and supplemented by this Amendment No. 10, all other provision of the Schedule 13D remain in full force and effect. Unless otherwise indicated, each capitalized term used but not defined herein shall have the meaning assigned to such term in the Schedule 13D.
Item 4. Purpose of Transaction.
Item 4 is hereby amended to add the following:
On July 17, 2018, Red Oak Partners entered into a backstop agreement (the Backstop Agreement) with the Issuer whereby it agreed to exercise basic and over-subscription privileges on behalf of certain Reporting Persons in connection with a rights offering (the Rights Offering) to be conducted by the Issuer. On July 23, 2018, the Issuer filed a Form 8-K with the Securities and Exchange Commission reporting details on the Backstop Agreement and the Rights Offering. Transactions reported under Item 5(c) of this Amendment No. 10 were executed pursuant to the Backstop Agreement.
Item 5. Interest in Securities of the Issuer.
The aggregate percentage of the Companys outstanding shares reported owned by each Reporting Person is based on 23,081,278 shares of Common Stock of SMTC Corporation expected to be outstanding following the distribution of shares pursuant to the Rights Offering commencing on August 29, 2018, as reported in the Issuers Form 8-K filed with the Securities and Exchange Commission on August 29, 2018. Each Reporting Person disclaims beneficial ownership with respect to any shares of Common Stock other than the shares owned directly and of record by such Reporting Person.
Red Oak Partners beneficially owns 4,677,295 shares of Common Stock, representing 20.3% of all the outstanding shares of Common Stock. The Funds are each controlled by Red Oak Partners. Therefore, Red Oak Partners may be deemed to beneficially own (i) the 1,271,725 shares of Common Stock held by Red Oak Fund, (ii) the 818,420 shares of Common Stock held by Red Oak Long Fund, (iii) the 1,820,182 shares of Common Stock held by Red Oak Founders Fund, and (iv) the 766,968 shares of Common Stock held by Pinnacle Fund.
Mr. Sandberg beneficially owns 5,598,666 shares of Common Stock, representing 24.3% of all the outstanding shares of Common Stock. Mr. Sandberg, as the managing member of Red Oak Partners, also may be deemed to beneficially own the 4,677,295 shares of Common Stock beneficially owned by Red Oak Partners through the Funds. Mr. Sandberg directly owns 921,371 share shares of Common Stock, representing 4.0% of all the outstanding shares of Common Stock.
Red Oak Fund may be deemed to beneficially own 1,271,725 shares of Common Stock, representing 5.5% of all the outstanding shares of Common Stock. Red Oak Long Fund may be deemed to beneficially own 818,420 shares of Common Stock, representing 3.5% of all the outstanding shares of Common Stock. Red Oak Founders Fund may be deemed to beneficially own 1,820,182 shares of Common Stock, representing 7.9% of all the outstanding shares of Common Stock. Pinnacle Fund may be deemed to beneficially own 766,968 shares of Common Stock, representing 3.3% of all the outstanding shares of Common Stock.
Mr. Sandberg may be deemed to have shared voting and dispositive power with respect to (i) the 921,371 shares of Common Stock held directly by Mr. Sandberg, (ii) the 1,271,725 shares of Common Stock held by Red Oak Fund, (iii) the 1,820,182 shares of Common Stock held by Red Oak Founders Fund, (iv) the 818,420 shares of Common Stock held by Red Oak Long Fund, and (v) the 766,968 shares of Common Stock held by Pinnacle Fund. No Fund shares with any other Fund voting or dispositive power with respect to the shares such Fund beneficially owns.
Transactions by the Reporting Persons effected in Common Stock that have taken place in the last sixty days are as follows:
|
|
|
|
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Name
|
Date
|
Buy/Sell
|
Quantity
|
Price
|
The Red Oak Fund, LP
|
8/28/2018
|
Buy
|
106,502
|
2.250
|
The Red Oak Long Fund, LP
|
8/28/2018
|
Buy
|
230,794
|
2.250
|
The Red Oak Institutional Founders Long Fund, LP
|
8/28/2018
|
Buy
|
1,753,579
|
2.250
|
David Sandberg
|
8/28/2018
|
Buy
|
222,222
|
2.250
|
Not applicable.
Not applicable.
SIGNATURE
After reasonable inquiry and to best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: August 31, 2018
/s/ David Sandberg
David Sandberg
RED OAK PARTNERS, LLC
/s/ David Sandberg
David Sandberg
Managing Member
THE RED OAK FUND, L.P.
RED OAK PARTNERS, LLC,
its general partner
/s/ David Sandberg
David Sandberg
Managing Member
THE RED OAK INSTITUTIONAL FOUNDERS LONG FUND, L.P.
RED OAK PARTNERS, LLC,
its general partner
/s/ David Sandberg
David Sandberg
Managing Member
THE RED OAK LONG FUND, L.P.
RED OAK PARTNERS, LLC,
its general partner
/s/ David Sandberg
David Sandberg
Managing Member
PINNACLE CAPITAL PARTNERS, LLC
RED OAK PARTNERS, LLC,
its controlling member
/s/ David Sandberg
David Sandberg
Managing Member
PINNACLE OPPORTUNITIES FUND, LP
PINNACLE CAPITAL PARTNERS, LLC,
its general partner
/s/ David Sandberg
David Sandberg
Managing Member
Footnotes
1
Based on 23,081,278 shares of Common Stock of SMTC Corporation expected to be outstanding following the distribution of Common Stock commencing August 29, 2018, as reported in SMTC Corporations Form 8-K filed with the Securities and Exchange Commission on August 29, 2018.