Form SC 13D STANLEY FURNITURE CO Filed by: Hale Partnership Capital Management, LLC
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
�
SCHEDULE 13D
(Rule 13d-101)
�
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
�
Stanley Furniture Company, Inc.
(Name of Issuer)
�
Common Stock, Par Value $0.02 Per Share
(Title of Class of Securities)
�
854305208
(CUSIP Number)
�
Steven A. Hale II
Manager
Hale Partnership Capital Management, LLC
5960 Fairview Road, Suite 432
Charlotte, NC 28210
(704) 970-2012
|
Justyn R. Putnam
Managing Member
TALANTA Investment
Group, LLC
401 N. Tryon Street, 10th Floor
Charlotte, NC 28202
(704) 904-1450
|
with a copy to
Paul J. Foley
Kilpatrick Townsend
& Stockton LLP
1114 Avenue of the Americas
New York, NY, 10036-7703
(212) 775-8712
|
�
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
�
December 12, 2014
(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 Rule 13d-1(e), 13d-1(f), or 13d-1(g), check the following box[���]
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(Continued on following pages)
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CUSIP NO.����������������������854305208
|
13D
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Page 2
|
�
1
|
NAMES OF REPORTING PERSONS
�
HALE PARTNERSHIP CAPITAL MANAGEMENT, LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [���]
(b) [���]
|
||
3
|
SEC USE ONLY
�
|
||
4
|
SOURCE OF FUNDS
�
OO
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
[���]
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
�
STATE OF NORTH CAROLINA, UNITED STATES OF AMERICA
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
�
0 Shares of Common Stock
|
|
8
|
SHARED VOTING POWER
�
558,959 Shares of Common Stock
|
||
9
|
SOLE DISPOSITIVE POWER
�
0 Shares of Common Stock
|
||
10
|
SHARED DISPOSITIVE POWER
�
558,959 Shares of Common Stock
|
||
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
�
558,959 Shares of Common Stock
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[���]
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
�
3.8% of the outstanding Common Stock (based on 14,780,322 Shares of Common Stock outstanding as reported in the Issuers Quarterly Report on Form 10-Q filed on October 14, 2014)
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||
14
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TYPE OF REPORTING PERSON
�
OO, IA
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�
�
�
�
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CUSIP NO.����������������������854305208
|
13D
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Page 3
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�
1
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NAMES OF REPORTING PERSONS
�
HALE PARTNERSHIP CAPITAL ADVISORS, LLC
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||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [���]
(b) [���]
|
||
3
|
SEC USE ONLY
�
|
||
4
|
SOURCE OF FUNDS
�
OO
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
[���]
|
||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
�
STATE OF NORTH CAROLINA, UNITED STATES OF AMERICA
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
�
0 Shares of Common Stock
|
|
8
|
SHARED VOTING POWER
�
558,959 Shares of Common Stock
|
||
9
|
SOLE DISPOSITIVE POWER
�
0 Shares of Common Stock
|
||
10
|
SHARED DISPOSITIVE POWER
�
558,959 Shares of Common Stock
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
�
558,959 Shares of Common Stock
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[���]
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
�
3.8% of the outstanding Common Stock (based on 14,780,322 Shares of Common Stock outstanding as reported in the Issuers Quarterly Report on Form 10-Q filed on October 14, 2014)
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||
14
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TYPE OF REPORTING PERSON
�
OO
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�
�
�
�
�
CUSIP NO.����������������������854305208
|
13D
|
Page 4
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�
1
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NAMES OF REPORTING PERSONS
�
HALE PARTNERSHIP FUND, LP
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||
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 ITEMS 2(d) OR 2(e)
[���]
|
||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
�
STATE OF DELAWARE, UNITED STATES OF AMERICA
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
�
0 Shares of Common Stock
|
|
8
|
SHARED VOTING POWER
�
509,154 Shares of Common Stock
|
||
9
|
SOLE DISPOSITIVE POWER
�
0 Shares of Common Stock
|
||
10
|
SHARED DISPOSITIVE POWER
�
509,154 Shares of Common Stock
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
�
509,154 Shares of Common Stock
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[���]
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
�
3.4% of the outstanding Common Stock (based on 14,780,322 Shares of Common Stock outstanding as reported in the Issuers Quarterly Report on Form 10-Q filed on October 14, 2014)
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||
14
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TYPE OF REPORTING PERSON
�
PN
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�
�
�
�
�
CUSIP NO.����������������������854305208
|
13D
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Page 5
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�
1
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NAMES OF REPORTING PERSONS
�
MGEN II HALE FUND, LP
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||
2
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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 ITEMS 2(d) OR 2(e)
[���]
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
�
STATE OF DELAWARE, UNITED STATES OF AMERICA
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
�
0 Shares of Common Stock
|
|
8
|
SHARED VOTING POWER
�
49,805 Shares of Common Stock
|
||
9
|
SOLE DISPOSITIVE POWER
�
0 Shares of Common Stock
|
||
10
|
SHARED DISPOSITIVE POWER
�
49,805 Shares of Common Stock
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
�
49,805 Shares of Common Stock
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[���]
|
||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
�
0.3% of the outstanding Common Stock (based on 14,780,322 Shares of Common Stock outstanding as reported in the Issuers Quarterly Report on Form 10-Q filed on October 14, 2014)
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||
14
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TYPE OF REPORTING PERSON
�
PN
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�
�
�
�
�
CUSIP NO.����������������������854305208
|
13D
|
Page 6
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�
1
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NAMES OF REPORTING PERSONS
�
STEVEN A. HALE II
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||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [���]
(b) [���]
|
||
3
|
SEC USE ONLY
�
|
||
4
|
SOURCE OF FUNDS
�
OO
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
[���]
|
||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
�
UNITED STATES OF AMERICA
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
�
0 Shares of Common Stock
|
|
8
|
SHARED VOTING POWER
�
558,959 Shares of Common Stock
|
||
9
|
SOLE DISPOSITIVE POWER
�
0 Shares of Common Stock
|
||
10
|
SHARED DISPOSITIVE POWER
�
558,959 Shares of Common Stock
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
�
558,959 Shares of Common Stock
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[���]
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
�
3.8% of the outstanding Common Stock (based on 14,780,322 Shares of Common Stock outstanding as reported in the Issuers Quarterly Report on Form 10-Q filed on October 14, 2014)
|
||
14
|
TYPE OF REPORTING PERSON
�
IN
|
�
�
�
�
�
CUSIP NO.����������������������854305208
|
13D
|
Page 7
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�
1
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NAMES OF REPORTING PERSONS
�
TALANTA INVESTMENT GROUP, LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [���]
(b) [���]
|
||
3
|
SEC USE ONLY
�
|
||
4
|
SOURCE OF FUNDS
�
OO
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
[���]
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
�
STATE OF DELAWARE, UNITED STATES OF AMERICA
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
�
0 Shares of Common Stock
|
|
8
|
SHARED VOTING POWER
�
234,986 Shares of Common Stock
|
||
9
|
SOLE DISPOSITIVE POWER
�
0 Shares of Common Stock
|
||
10
|
SHARED DISPOSITIVE POWER
�
234,986 Shares of Common Stock
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
�
234,986 Shares of Common Stock
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[���]
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
�
1.6% of the outstanding Common Stock (based on 14,780,322 Shares of Common Stock outstanding as reported in the Issuers Quarterly Report on Form 10-Q filed on October 14, 2014)
|
||
14
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TYPE OF REPORTING PERSON
�
OO
|
�
�
�
�
�
CUSIP NO.����������������������854305208
|
13D
|
Page 8
|
�
1
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NAMES OF REPORTING PERSONS
�
TALANTA FUND, 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 ITEMS 2(d) OR 2(e)
[���]
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
�
STATE OF DELAWARE, UNITED STATES OF AMERICA
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
�
0 Shares of Common Stock
|
|
8
|
SHARED VOTING POWER
�
234,986 Shares of Common Stock
|
||
9
|
SOLE DISPOSITIVE POWER
�
0 Shares of Common Stock
|
||
10
|
SHARED DISPOSITIVE POWER
�
234,986 Shares of Common Stock
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
�
234,986 Shares of Common Stock
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[���]
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
�
1.6% of the outstanding Common Stock (based on 14,780,322 Shares of Common Stock outstanding as reported in the Issuers Quarterly Report on Form 10-Q filed on October 14, 2014)
|
||
14
|
TYPE OF REPORTING PERSON
�
PN
|
�
�
�
�
�
CUSIP NO.����������������������854305208
|
13D
|
Page 9
|
�
1
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NAMES OF REPORTING PERSONS
�
JUSTYN R. PUTNAM
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [���]
(b) [���]
|
||
3
|
SEC USE ONLY
�
|
||
4
|
SOURCE OF FUNDS
�
OO
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
[���]
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
�
STATE OF DELAWARE, UNITED STATES OF AMERICA
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
�
0 Shares of Common Stock
|
|
8
|
SHARED VOTING POWER
�
234,986 Shares of Common Stock
|
||
9
|
SOLE DISPOSITIVE POWER
�
0 Shares of Common Stock
|
||
10
|
SHARED DISPOSITIVE POWER
�
234,986 Shares of Common Stock
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
�
234,986 Shares of Common Stock
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[���]
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
�
1.6% of the outstanding Common Stock (based on 14,780,322 Shares of Common Stock outstanding as reported in the Issuers Quarterly Report on Form 10-Q filed on October 14, 2014)
|
||
14
|
TYPE OF REPORTING PERSON
�
IN
|
�
�
�
�
�
Item 1.
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Security and Issuer
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�
This statement (the Statement) relates to the shares of Common Stock, $0.02 Par Value (the Common Stock), of Stanley Furniture Company, Inc. (the Issuer), with principal executive offices located at 200 North Hamilton Street, No. 200, High Point, North Carolina, 27260.
�
Item 2.
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Identity and Background
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�
�
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(a)
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Name
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�
This Statement is filed by the following persons (the Reporting Persons):
�
Reporting Person
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State of
Organization
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Hale Partnership Capital Management, LLC (Hale Adviser)
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North Carolina
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Hale Partnership Capital Advisors, LLC (Hale GP)
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North Carolina
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Hale Partnership Fund, LP (Hale Fund I)
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Delaware
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MGEN II Hale Fund, LP (Hale Fund II, and together with Hale Fund I, the Hale Funds)
|
Delaware
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Steven A. Hale II (Mr. Hale, and together with Hale Adviser, Hale GP and the Hale Funds, the
Hale Reporting Persons)
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N/A
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TALANTA Investment Group, LLC (TALANTA GP);
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Delaware
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TALANTA Fund, LP (TALANTA Fund, and together with the Hale Funds, the Funds)
|
Delaware
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Justyn R. Putnam (Mr. Putnam, and together with TALANTA GP and TALANTA Fund, the
TALANTA Reporting Persons)
|
N/A
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�
The Reporting Persons have entered into a joint filing agreement, a copy of which is attached hereto as Exhibit 1.
�
�
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(b)
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Residence or Business Address
|
�
The address of the Hale Reporting Persons is 5960 Fairview Road, Suite 432, Charlotte, NC 28210.
�
The address of the TALANTA Reporting Persons is 401 N. Tryon Street, 10th Floor, Charlotte, NC 28202
�
�
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(c)
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Present Principal Occupation or Employment and the Name, Principal Business and Address of any Corporation or Other Organization in Which Such Employment Is Conducted
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�
Reporting Person
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Principal Business or Occupation
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Hale Adviser
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Investment manager of Hale Funds
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Hale GP
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General partner of Hale Funds
|
Funds
|
Investment funds
|
Mr. Hale
|
Manager of Hale Adviser and Hale GP
|
TALANTA GP
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General partner of TALANTA Fund
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Mr. Putnam
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Managing member of TALANTA GP
|
�
�
�
�
�
�
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(d)
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Criminal Convictions
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�
None of the Reporting Persons have in the past five years been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors).
�
�
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(e)
|
Civil Proceedings
|
�
None of the Reporting Persons have in the past five years been a party to any civil proceedings of any judicial or administrative bodies of competent jurisdiction as a result of which they were or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws.
�
�
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(f)
|
Citizenship.
|
�
Mr. Hale and Mr. Putnam are United States citizens.
�
Item 3.
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Source and Amount of Funds or Other Consideration
|
�
All purchases of the Common Stock of the Issuer have been made by or on behalf of the Funds using the investment capital of the Funds.��The aggregate purchase price of the 793,945 shares of Common Stock acquired was approximately $2,086,263.27 (including brokerage commissions and transaction costs).
�
Item 4.
|
Purpose of the Transaction
|
�
The primary purpose of the Funds acquisition of the Common Stock is for investment, although the Funds have taken certain (and expect to take other) actions to encourage the Issuer to enhance value for its stockholders.
�
Over the last two years, Mr. Hale, on behalf of the Hale Funds, has had multiple exchanges with management of the Issuer regarding the Hale Funds concern about the poor operating performance and imprudent capital management strategies of the Issuer.��As a part of some such exchanges, the Hale Funds delivered written analyses of the Issuers poor performance and results, relative to several metrics, and asked the Issuer to pursue different courses of action.
�
Since July 2014, Mr. Hale has been discussing the above and other concerns of the Hale Funds with Mr. Putnam of the TALANTA Funds, which also had been concerned about the Issuers poor performance and misguided direction. Messrs. Hale and Putnam identified several areas of agreement between their respective Funds with respect to the reasons for the Issuers disappointing results and challenges, and the prudent strategic direction for the Issuer.��Among other things, they agreed that the Issuer would benefit from new perspectives on its Board of Directors, which they hope and believe will lead the Board of Directors to assess critically the competency of current management to lead the Issuer and to consider (and have the Issuer implement) a professionally-advised strategic sales process as the prudent course to enhance and realize value for the Issuers stockholders.
�
On November 4, 2014, the Funds submitted in accordance with the Issuers Bylaws a written notice and request for nomination of two candidates, Robert E. Allen and Jeffrey S. Gilliam, for election to the Board of Directors of the Issuer at the Issuers 2015 annual meeting of stockholders.��A copy of the nomination notice is attached hereto as Exhibit 2 and is incorporated herein by reference.
�
On December 22, 2014, the Funds�sent a letter to the Board of Directors of the Issuer, in which they provided a summary analysis of their assessment of the Issuers poor operating performance and misguided strategic direction under current management, and they encouraged the Board of Directors to consider and initiate a strategic sales process for the Issuer.��The Funds may seek to engage in follow-up discussions about those matters with the Board of Directors and/or with management of the Issuer.��More generally, in pursuing their investment purposes, the Reporting Persons may further purchase, hold, vote, trade, dispose or otherwise deal in the Common Stock at times, and in such manner, as they deem advisable to benefit from, among other things: (i)�changes in the market prices of the Common Stock; (ii)�changes in the Issuers operations, business strategy or prospects; or (iii)�from the sale or merger of the Issuer.��To evaluate such alternatives, the Reporting Persons will closely monitor the Issuers operations, prospects, business development, management, competitive and strategic matters, capital structure and prevailing market conditions, as well as other economic, securities markets and investment considerations.
�
�
�
�
�
The Reporting Persons may discuss such matters with the management or Board of Directors of the Issuer, other stockholders, industry analysts, existing or potential strategic partners or competitors, investment and financing professionals, sources of credit and other investors.��Such evaluations and discussions may result in, among other things, the Reporting Persons: (i)�modifying their ownership of Common Stock; (ii)�exchanging information with the Issuer; (iii)�proposing changes in the Issuers operations, governance or capitalization; (iv)�pursuing a transaction that would result in the Reporting Persons acquisition of a controlling interest in the Issuer; or (v)�pursuing one or more of the other actions described in subsections (a)�through (j)�of Item�4 of Schedule 13D.
�
In addition to the information disclosed in this Statement, the Reporting Persons reserve the right to: (i)�formulate other plans and proposals; and (ii)�take other actions with respect to their investment in the Issuer, including any or all of the actions set forth in subsections (a)�through (j)�of Item�4 of Schedule 13D. The Reporting Persons may at any time reconsider and change their plans or proposals relating to the foregoing.
�
Item 5.
|
Interest in Securities of the Issuer
|
�
(a) - (b) The responses of the Reporting Persons to rows 7, 8, 9, 10, 11 and 13 on the cover pages of this Statement are incorporated herein by reference.
�
The reported shares are beneficially owned by the Funds, with Hale Fund I owning 509,154 shares of Common Stock, Hale Fund II owning 49,805 shares of Common Stock, and TALANTA Fund owning 234,986 shares of Common Stock.
�
Hale Adviser, as the investment manager of the Hale Funds, Hale GP, as the general partner of the Hale Funds, and Mr. Hale, as the sole manager of Hale Adviser and Hale GP, may be deemed to have the power to direct the voting and disposition of shares of Common Stock beneficially owned by the Hale Funds, and consequently Hale Adviser, Hale GP and Mr. Hale may be deemed to possess indirect beneficial ownership of such shares.��Hale Adviser, Hale GP and Mr. Hale disclaim beneficial ownership of such shares for all other purposes.
�
TALANTA GP, as general partner of the TALANTA Fund, and Mr. Putnam, as managing member of TALANTA GP, may be deemed to have the power to direct the voting and disposition of shares of Common Stock beneficially owned by the TALANTA Fund, and consequently TALANTA GP and Mr. Putnam may be deemed to possess indirect beneficial ownership of such shares.��TALANTA GP and Mr. Putnam disclaim beneficial ownership of such shares for all other purposes.
�
�
|
(c)
|
See Schedule A for transactions in the Common Stock by the Reporting Persons in the last 60 days.
|
�
�
|
(d)
|
None.
|
�
�
�
�
�
�
|
(e)
|
Not applicable.
|
�
Item 6.
|
Contract, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
|
�
Except for the Joint Filing Agreement among the Reporting Persons attached as Exhibit 1, and other than as described in this Statement, to the knowledge of the Reporting Persons, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons or between the Reporting Persons and any other person with respect to any securities of the Issuer, including but not limited to transfer or voting of any of the securities, finders fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.
�
Item 7.��������������������������������Material to be Filed as Exhibits
�
The following documents are filed as exhibits:
�
Exhibit Number
|
Description
|
1
|
Joint Filing Agreement
|
2
|
Director Nomination Notice to the Issuer dated November 4, 2014
|
�
�
�
�
�
Signature
�
After reasonable inquiry and to the best of each of the undersigneds knowledge and belief, each of the undersigned certifies that the information set forth in this Statement is true, complete and correct.
�
� |
Date: December 22, 2014
|
� | ||
� | � | � | � | � |
� |
HALE PARTNERSHIP CAPITAL MANAGEMENT, LLC
|
� | ||
� | � | � | � | � |
� |
By:
|
/s/ Steven A. Hale II | � | |
� |
Name:
|
Steven A. Hale II
|
� | |
� |
Title:
|
Manager
|
� | |
� | � | � | � | � |
� |
HALE PARTNERSHIP CAPITAL ADVISORS, LLC
|
� | ||
� | � | � | � | � |
� |
By:
|
/s/ Steven A. Hale II | � | |
� |
Name:
|
Steven A. Hale II
|
� | |
� |
Title:
|
Manager
|
� | |
� | � | � | � | � |
� |
HALE PARTNERSHIP FUND, LP
|
� | ||
� | � | � | � | � |
� |
By:
|
Hale Partnership Capital Advisors, LLC, its General Partner
|
||
� | � | � | � | � |
� | � |
By:
|
/s/ Steven A. Hale II | � |
� | � |
Name:
|
Steven A. Hale II
|
� |
� | � |
Title:
|
Manager
|
� |
� | � | � | � | � |
� |
MGEN II HALE FUND, LP
|
� | ||
� | � | � | � | � |
� |
By:
|
Hale Partnership Capital Advisors, LLC, its General Partner
|
||
� | � | � | � | � |
� | � |
By:
|
/s/ Steven A. Hale II | � |
� | � |
Name:
|
Steven A. Hale II
|
� |
� | � |
Title:
|
Manager
|
� |
� | � | � | � | � |
� | /s/ Steven A. Hale II | � | ||
� |
STEVEN A. HALE II
|
� |
�
�
�
�
�
� |
TALANTA INVESTMENT GROUP, LLC
|
� | ||
� | � | � | � | � |
� |
By:
|
/s/ Justyn R. Putnam | � | |
� |
Name:
|
Justyn R. Putnam
|
� | |
� |
Title:
|
Managing Member
|
� | |
� | � | � | � | � |
� |
TALANTA FUND, LP
|
� | ||
� | � | � | � | � |
� |
By:
|
TALANTA Investment Group, LLC, its General Partner
|
||
� | � | � | � | � |
� | � |
By:
|
/s/ Justyn R. Putnam | � |
� | � |
Name:
|
Justyn R. Putnam
|
� |
� | � |
Title:
|
Managing Member
|
� |
� | � | � | � | � |
� | /s/ Justyn R. Putnam | � | ||
� |
JUSTYN R. PUTNAM
|
� |
�
�
�
�
�
SCHEDULE A
�
TRANSACTIONS IN COMMON STOCK
BY REPORTING PERSONS OVER LAST 60 DAYS
�
Beneficial Ownership
|
Transaction Date
|
Quantity
|
Price�per�Share
(excluding commission)
|
How Effected
|
Hale Partnership Fund LP
|
10/23/2014
|
479
|
2.7500
|
Open Market
|
Hale Partnership Fund LP
|
10/24/2014
|
455
|
2.7500
|
Open Market
|
Hale Partnership Fund LP
|
10/27/2014
|
475
|
2.7500
|
Open Market
|
Hale Partnership Fund LP
|
10/30/2014
|
1,366
|
2.7500
|
Open Market
|
Hale Partnership Fund LP
|
11/5/2014
|
4,461
|
2.8580
|
Open Market
|
Hale Partnership Fund LP
|
11/6/2014
|
1,139
|
2.8500
|
Open Market
|
Hale Partnership Fund LP
|
11/28/2014
|
2,818
|
2.7800
|
Open Market
|
Hale Partnership Fund LP
|
12/1/2014
|
1,090
|
2.7800
|
Open Market
|
Hale Partnership Fund LP
|
12/2/2014
|
7,909
|
2.7914
|
Open Market
|
Hale Partnership Fund LP
|
12/2/2014
|
8,999
|
2.8234
|
Open Market
|
Hale Partnership Fund LP
|
12/3/2014
|
1,727
|
2.7800
|
Open Market
|
Hale Partnership Fund LP
|
12/5/2014
|
1,446
|
2.7800
|
Open Market
|
Hale Partnership Fund LP
|
12/8/2014
|
273
|
2.7800
|
Open Market
|
Hale Partnership Fund LP
|
12/12/2014
|
4,557
|
2.5970
|
Open Market
|
Hale Partnership Fund LP
|
12/12/2014
|
9,115
|
2.5991
|
Open Market
|
Hale Partnership Fund LP
|
12/12/2014
|
9,115
|
2.5996
|
Open Market
|
Hale Partnership Fund LP
|
12/12/2014
|
9,114
|
2.5952
|
Open Market
|
Hale Partnership Fund LP
|
12/12/2014
|
9,114
|
2.5902
|
Open Market
|
Hale Partnership Fund LP
|
12/12/2014
|
9,114
|
2.6112
|
Open Market
|
Hale Partnership Fund LP
|
12/12/2014
|
9,114
|
2.5900
|
Open Market
|
Hale Partnership Fund LP
|
12/12/2014
|
22,878
|
2.6159
|
Open Market
|
Hale Partnership Fund LP
|
12/18/2014
|
13,671
|
2.7097
|
Open Market
|
Hale Partnership Fund LP
|
12/18/2014
|
4,557
|
2.7021
|
Open Market
|
Hale Partnership Fund LP
|
12/18/2014
|
2,490
|
2.7123
|
Open Market
|
MGEN II - Hale Fund, L.P.
|
10/23/2014
|
46
|
2.7500
|
Open Market
|
MGEN II - Hale Fund, L.P.
|
10/24/2014
|
45
|
2.7500
|
Open Market
|
MGEN II - Hale Fund, L.P.
|
10/27/2014
|
46
|
2.7500
|
Open Market
|
MGEN II - Hale Fund, L.P.
|
10/30/2014
|
134
|
2.7500
|
Open Market
|
MGEN II - Hale Fund, L.P.
|
11/5/2014
|
439
|
2.8580
|
Open Market
|
MGEN II - Hale Fund, L.P.
|
11/6/2014
|
111
|
2.8500
|
Open Market
|
MGEN II - Hale Fund, L.P.
|
11/28/2014
|
282
|
2.7800
|
Open Market
|
MGEN II - Hale Fund, L.P.
|
12/1/2014
|
110
|
2.7800
|
Open Market
|
MGEN II - Hale Fund, L.P.
|
12/2/2014
|
791
|
2.7914
|
Open Market
|
MGEN II - Hale Fund, L.P.
|
12/2/2014
|
901
|
2.8234
|
Open Market
|
�
�
�
�
�
Beneficial Ownership
|
Transaction Date
|
Quantity
|
Price�per�Share
(excluding commission)
|
How Effected
|
MGEN II - Hale Fund, L.P.
|
12/3/2014
|
173
|
2.7800
|
Open Market
|
MGEN II - Hale Fund, L.P.
|
12/5/2014
|
145
|
2.7800
|
Open Market
|
MGEN II - Hale Fund, L.P.
|
12/8/2014
|
27
|
2.7800
|
Open Market
|
MGEN II - Hale Fund, L.P.
|
12/12/2014
|
443
|
2.5970
|
Open Market
|
MGEN II - Hale Fund, L.P.
|
12/12/2014
|
885
|
2.5991
|
Open Market
|
MGEN II - Hale Fund, L.P.
|
12/12/2014
|
885
|
2.5996
|
Open Market
|
MGEN II - Hale Fund, L.P.
|
12/12/2014
|
886
|
2.5952
|
Open Market
|
MGEN II - Hale Fund, L.P.
|
12/12/2014
|
886
|
2.5902
|
Open Market
|
MGEN II - Hale Fund, L.P.
|
12/12/2014
|
886
|
2.6112
|
Open Market
|
MGEN II - Hale Fund, L.P.
|
12/12/2014
|
886
|
2.5900
|
Open Market
|
MGEN II - Hale Fund, L.P.
|
12/12/2014
|
2,222
|
2.6159
|
Open Market
|
MGEN II - Hale Fund, L.P.
|
12/18/2014
|
1,329
|
2.7097
|
Open Market
|
MGEN II - Hale Fund, L.P.
|
12/18/2014
|
443
|
2.7021
|
Open Market
|
MGEN II - Hale Fund, L.P.
|
12/18/2014
|
242
|
2.7123
|
Open Market
|
TALANTA Fund, LP
|
10/24/2014
|
20,100
|
2.7663
|
Open Market
|
TALANTA Fund, LP
|
11/18/2014
|
100
|
2.8500
|
Open Market
|
TALANTA Fund, LP
|
11/21/2014
|
100
|
2.8500
|
Open Market
|
TALANTA Fund, LP
|
11/21/2014
|
100
|
2.8500
|
Open Market
|
TALANTA Fund, LP
|
11/24/2014
|
100
|
2.8500
|
Open Market
|
TALANTA Fund, LP
|
11/24/2014
|
100
|
2.8500
|
Open Market
|
TALANTA Fund, LP
|
11/24/2014
|
100
|
2.8500
|
Open Market
|
TALANTA Fund, LP
|
11/24/2014
|
1,600
|
2.8500
|
Open Market
|
TALANTA Fund, LP
|
11/24/2014
|
100
|
2.8500
|
Open Market
|
TALANTA Fund, LP
|
11/24/2014
|
400
|
2.8500
|
Open Market
|
TALANTA Fund, LP
|
11/24/2014
|
100
|
2.8500
|
Open Market
|
TALANTA Fund, LP
|
11/24/2014
|
100
|
2.8500
|
Open Market
|
TALANTA Fund, LP
|
11/24/2014
|
100
|
2.8500
|
Open Market
|
TALANTA Fund, LP
|
11/24/2014
|
100
|
2.8500
|
Open Market
|
TALANTA Fund, LP
|
11/26/2014
|
100
|
2.8500
|
Open Market
|
TALANTA Fund, LP
|
11/26/2014
|
100
|
2.8500
|
Open Market
|
TALANTA Fund, LP
|
11/26/2014
|
100
|
2.8500
|
Open Market
|
TALANTA Fund, LP
|
11/26/2014
|
100
|
2.8500
|
Open Market
|
TALANTA Fund, LP
|
11/26/2014
|
400
|
2.8500
|
Open Market
|
TALANTA Fund, LP
|
11/26/2014
|
100
|
2.8500
|
Open Market
|
TALANTA Fund, LP
|
11/26/2014
|
100
|
2.8500
|
Open Market
|
TALANTA Fund, LP
|
11/26/2014
|
100
|
2.8500
|
Open Market
|
TALANTA Fund, LP
|
12/2/2014
|
100
|
2.7900
|
Open Market
|
TALANTA Fund, LP
|
12/2/2014
|
32
|
2.7900
|
Open Market
|
TALANTA Fund, LP
|
12/2/2014
|
100
|
2.7900
|
Open Market
|
TALANTA Fund, LP
|
12/2/2014
|
100
|
2.7900
|
Open Market
|
TALANTA Fund, LP
|
12/2/2014
|
100
|
2.7900
|
Open Market
|
TALANTA Fund, LP
|
12/2/2014
|
100
|
2.7900
|
Open Market
|
TALANTA Fund, LP
|
12/2/2014
|
100
|
2.7900
|
Open Market
|
TALANTA Fund, LP
|
12/2/2014
|
100
|
2.7900
|
Open Market
|
TALANTA Fund, LP
|
12/2/2014
|
200
|
2.7900
|
Open Market
|
�
�
�
�
�
Beneficial Ownership
|
Transaction Date
|
Quantity
|
Price�per�Share
(excluding commission)
|
How Effected
|
TALANTA Fund, LP
|
12/2/2014
|
100
|
2.7900
|
Open Market
|
TALANTA Fund, LP
|
12/2/2014
|
100
|
2.7900
|
Open Market
|
TALANTA Fund, LP
|
12/2/2014
|
100
|
2.7900
|
Open Market
|
TALANTA Fund, LP
|
12/2/2014
|
100
|
2.7900
|
Open Market
|
TALANTA Fund, LP
|
12/5/2014
|
100
|
2.7800
|
Open Market
|
TALANTA Fund, LP
|
12/5/2014
|
100
|
2.7800
|
Open Market
|
TALANTA Fund, LP
|
12/5/2014
|
100
|
2.7800
|
Open Market
|
TALANTA Fund, LP
|
12/5/2014
|
100
|
2.7800
|
Open Market
|
TALANTA Fund, LP
|
12/5/2014
|
300
|
2.7800
|
Open Market
|
TALANTA Fund, LP
|
12/5/2014
|
100
|
2.7800
|
Open Market
|
TALANTA Fund, LP
|
12/5/2014
|
100
|
2.7800
|
Open Market
|
TALANTA Fund, LP
|
12/5/2014
|
300
|
2.7800
|
Open Market
|
TALANTA Fund, LP
|
12/5/2014
|
300
|
2.7800
|
Open Market
|
TALANTA Fund, LP
|
12/5/2014
|
100
|
2.7800
|
Open Market
|
TALANTA Fund, LP
|
12/5/2014
|
300
|
2.7800
|
Open Market
|
TALANTA Fund, LP
|
12/5/2014
|
100
|
2.7800
|
Open Market
|
TALANTA Fund, LP
|
12/5/2014
|
100
|
2.7800
|
Open Market
|
TALANTA Fund, LP
|
12/5/2014
|
300
|
2.7800
|
Open Market
|
TALANTA Fund, LP
|
12/5/2014
|
100
|
2.7800
|
Open Market
|
TALANTA Fund, LP
|
12/5/2014
|
100
|
2.7800
|
Open Market
|
TALANTA Fund, LP
|
12/5/2014
|
100
|
2.7800
|
Open Market
|
TALANTA Fund, LP
|
12/9/2014
|
481
|
2.7800
|
Open Market
|
TALANTA Fund, LP
|
12/9/2014
|
386
|
2.7800
|
Open Market
|
TALANTA Fund, LP
|
12/9/2014
|
163
|
2.7800
|
Open Market
|
TALANTA Fund, LP
|
12/9/2014
|
100
|
2.8000
|
Open Market
|
TALANTA Fund, LP
|
12/9/2014
|
100
|
2.8000
|
Open Market
|
TALANTA Fund, LP
|
12/9/2014
|
100
|
2.7800
|
Open Market
|
TALANTA Fund, LP
|
12/9/2014
|
100
|
2.8000
|
Open Market
|
TALANTA Fund, LP
|
12/9/2014
|
370
|
2.7800
|
Open Market
|
TALANTA Fund, LP
|
12/9/2014
|
100
|
2.7800
|
Open Market
|
TALANTA Fund, LP
|
12/9/2014
|
100
|
2.7800
|
Open Market
|
TALANTA Fund, LP
|
12/9/2014
|
100
|
2.7800
|
Open Market
|
TALANTA Fund, LP
|
12/9/2014
|
100
|
2.8000
|
Open Market
|
TALANTA Fund, LP
|
12/10/2014
|
385
|
2.8300
|
Open Market
|
TALANTA Fund, LP
|
12/10/2014
|
300
|
2.8300
|
Open Market
|
TALANTA Fund, LP
|
12/10/2014
|
3,204
|
2.8300
|
Open Market
|
TALANTA Fund, LP
|
12/10/2014
|
11
|
2.8000
|
Open Market
|
TALANTA Fund, LP
|
12/10/2014
|
5,000
|
2.8000
|
Open Market
|
TALANTA Fund, LP
|
12/10/2014
|
5,000
|
2.8000
|
Open Market
|
TALANTA Fund, LP
|
12/11/2014
|
100
|
2.7800
|
Open Market
|
TALANTA Fund, LP
|
12/11/2014
|
450
|
2.7800
|
Open Market
|
TALANTA Fund, LP
|
12/11/2014
|
100
|
2.8000
|
Open Market
|
TALANTA Fund, LP
|
12/11/2014
|
100
|
2.8000
|
Open Market
|
TALANTA Fund, LP
|
12/11/2014
|
200
|
2.8000
|
Open Market
|
TALANTA Fund, LP
|
12/11/2014
|
100
|
2.8000
|
Open Market
|
TALANTA Fund, LP
|
12/11/2014
|
100
|
2.8000
|
Open Market
|
TALANTA Fund, LP
|
12/11/2014
|
2,100
|
2.8000
|
Open Market
|
�
�
�
�
�
Beneficial Ownership
|
Transaction Date
|
Quantity
|
Price�per�Share
(excluding commission)
|
How Effected
|
TALANTA Fund, LP
|
12/11/2014
|
200
|
2.8000
|
Open Market
|
TALANTA Fund, LP
|
12/11/2014
|
734
|
2.8000
|
Open Market
|
TALANTA Fund, LP
|
12/11/2014
|
366
|
2.8000
|
Open Market
|
TALANTA Fund, LP
|
12/11/2014
|
434
|
2.8000
|
Open Market
|
TALANTA Fund, LP
|
12/11/2014
|
366
|
2.8000
|
Open Market
|
TALANTA Fund, LP
|
12/11/2014
|
200
|
2.8000
|
Open Market
|
TALANTA Fund, LP
|
12/11/2014
|
400
|
2.7900
|
Open Market
|
TALANTA Fund, LP
|
12/11/2014
|
300
|
2.7900
|
Open Market
|
TALANTA Fund, LP
|
12/11/2014
|
1,450
|
2.7900
|
Open Market
|
TALANTA Fund, LP
|
12/11/2014
|
100
|
2.7900
|
Open Market
|
TALANTA Fund, LP
|
12/11/2014
|
1,300
|
2.7900
|
Open Market
|
TALANTA Fund, LP
|
12/11/2014
|
100
|
2.7800
|
Open Market
|
TALANTA Fund, LP
|
12/11/2014
|
500
|
2.7800
|
Open Market
|
TALANTA Fund, LP
|
12/11/2014
|
100
|
2.7800
|
Open Market
|
TALANTA Fund, LP
|
12/11/2014
|
100
|
2.7800
|
Open Market
|
TALANTA Fund, LP
|
12/11/2014
|
19
|
2.7800
|
Open Market
|
TALANTA Fund, LP
|
12/11/2014
|
100
|
2.7800
|
Open Market
|
TALANTA Fund, LP
|
12/11/2014
|
100
|
2.7800
|
Open Market
|
TALANTA Fund, LP
|
12/11/2014
|
100
|
2.7800
|
Open Market
|
TALANTA Fund, LP
|
12/11/2014
|
100
|
2.7900
|
Open Market
|
TALANTA Fund, LP
|
12/11/2014
|
100
|
2.7900
|
Open Market
|
TALANTA Fund, LP
|
12/11/2014
|
100
|
2.7900
|
Open Market
|
TALANTA Fund, LP
|
12/11/2014
|
500
|
2.7900
|
Open Market
|
TALANTA Fund, LP
|
12/11/2014
|
100
|
2.7900
|
Open Market
|
TALANTA Fund, LP
|
12/11/2014
|
250
|
2.7900
|
Open Market
|
TALANTA Fund, LP
|
12/11/2014
|
300
|
2.7900
|
Open Market
|
�
�
�
�
�
EXHIBIT INDEX
�
Exhibit Number
|
Description
|
1
|
Joint Filing Agreement
|
2
|
Director Nomination Notice to the Issuer dated November 4, 2014
|
�
EXHIBIT 1
JOINT FILING AGREEMENT
In accordance with Rule�13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule�13D (including any and all amendments thereto) with respect to the Common Stock, par value of $0.02 per share, of Stanley Furniture Company, Inc., and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings.
�
The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule�13D and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is (or shall be deemed to be) responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.
�
This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.
�
IN WITNESS WHEREOF, the undersigned have executed this agreement.
�
� |
Date: December 22, 2014
|
� | ||
� | � | � | � | � |
� |
HALE PARTNERSHIP CAPITAL MANAGEMENT, LLC
|
� | ||
� | � | � | � | � |
� |
By:
|
/s/ Steven A. Hale II | � | |
� |
Name:
|
Steven A. Hale II
|
� | |
� |
Title:
|
Manager
|
� | |
� | � | � | � | � |
� |
HALE PARTNERSHIP CAPITAL ADVISORS, LLC
|
� | ||
� | � | � | � | � |
� |
By:
|
/s/ Steven A. Hale II | � | |
� |
Name:
|
Steven A. Hale II
|
� | |
� |
Title:
|
Manager
|
� | |
� | � | � | � | � |
� |
HALE PARTNERSHIP FUND, LP
|
� | ||
� | � | � | � | � |
� |
By:
|
Hale Partnership Capital Advisors, LLC, its General Partner
|
||
� | � | � | � | � |
� | � |
By:
|
/s/ Steven A. Hale II | � |
� | � |
Name:
|
Steven A. Hale II
|
� |
� | � |
Title:
|
Manager
|
� |
� | � | � | � | � |
� |
MGEN II HALE FUND, LP
|
� | ||
� | � | � | � | � |
� |
By:
|
Hale Partnership Capital Advisors, LLC, its General Partner
|
||
� | � | � | � | � |
� | � |
By:
|
/s/ Steven A. Hale II | � |
� | � |
Name:
|
Steven A. Hale II
|
� |
� | � |
Title:
|
Manager
|
� |
� | � | � | � | � |
� | /s/ Steven A. Hale II | � | ||
� |
STEVEN A. HALE II
|
� |
�
� |
TALANTA INVESTMENT GROUP, LLC
|
� | ||
� | � | � | � | � |
� |
By:
|
/s/ Justyn R. Putnam | � | |
� |
Name:
|
Justyn R. Putnam
|
� | |
� |
Title:
|
Managing Member
|
� | |
� | � | � | � | � |
� |
TALANTA FUND, LP
|
� | ||
� | � | � | � | � |
� |
By:
|
TALANTA Investment Group, LLC, its General Partner
|
||
� | � | � | � | � |
� | � |
By:
|
/s/ Justyn R. Putnam | � |
� | � |
Name:
|
Justyn R. Putnam
|
� |
� | � |
Title:
|
Managing Member
|
� |
� | � | � | � | � |
� | /s/ Justyn R. Putnam | � | ||
� |
JUSTYN R. PUTNAM
|
� |
�
�
November 3, 2014
VIA PERSONAL DELIVERY
AND U.S. MAIL
�
Stanley Furniture Company, Inc.
200 North Hamilton Street
High Point, North Carolina, 27260
Attention: Secretary
�
Re:
|
Proposal to Nominate Candidates for Election as Directors at the 2015 Annual Meeting of Stockholders of Stanley Furniture Company, Inc. (the Corporation)
|
Dear Sir or Madam:
�
Talanta Fund, L.P. (the Talanta Partnership), and Hale Partnership Fund, L.P. and MGEN II Hale Fund, L.P. (collectively, the Hale Partnerships, and together with the Talanta Partnership, the Nominating Stockholders) hereby submit this notice (the Notice) of the Nominating Stockholders desire to nominate two persons for election as directors of the Corporation at the��2015 Annual Meeting of Stockholders of the Corporation, or any other meeting of stockholders held in lieu thereof, and any adjournment, postponement, rescheduling or continuation thereof (the 2015 Annual Meeting).
The Nominating Stockholders are providing this Notice at least 120 days in advance of the anniversary date of the Corporations proxy statement in connection with the 2014 Annual Meeting of Stockholders, which was March 5, 2014.
�
The Nominating Stockholders submit this Notice pursuant to the�requirements set forth in Section 11 of Article II of the Amended By-Laws�of the Corporation dated February 3, 2010 (the By-Laws), in the form published by the Company on the Securities and Exchange Commissions EDGAR database. The Nominating Stockholders are not aware of any amendment to the By-Laws changing these requirements since February 3, 2010. In addition, the Nominating Stockholders are not aware of any other requirement in any governing document of the Corporation that is applicable to director nominations by a stockholder of the Corporation, and the Corporation has not filed any disclosure or other notice concerning the same, which would have been required pursuant to rules under the Securities Exchange Act of 1934, as amended (the Exchange Act).
Section 11 of Article II of the By-Laws provides:
�
�
�
�
�
Secretary of Stanley Furniture Company, Inc.
November 3, 2014
Page 2
�
&any stockholder entitled to vote in the election of directors generally may nominate one or more persons for election as directors of a meeting only if written notice if [sic] such stockholders intend to make such nomination or nominations have been given, either by personal delivery or by United States mail, postage prepaid, to the Secretary of the Corporation not later than (i) with respect to an election to be held at an annual meeting of stockholders (other than the 1994 Annual Meeting), 120 days in advance of the anniversary date of the Corporations proxy statement (or information statement in lieu thereof) in connection with the previous year's Annual Meeting of Stockholders and (ii) with respect to an election to be held at the 1994 annual meeting or a special meeting of stockholders for the election of directors, the close of business on the seventh day following the date on which notice of such meeting is first given to stockholders.
Each such notice shall set forth: (a) the name and address of the stockholder who intends to make the nomination and of the person or persons to be nominated; (b) a representation that the stockholder is a holder of record of stock of the Corporation entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice; (c) a description of all arrangements or understandings between the stockholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the stockholders; (d) such other information regarding each nominee proposed by such stockholder as would be required to be included in a proxy statement filed pursuant to the proxy rules of the Securities and Exchange Commission, had the nominee been nominated, or intended to be nominated, by the Board of Directors; and (e) the consent of each nominee to serve as a director of the Corporation if so elected.
The Talanta Partnership, as of the date hereof, is the beneficial owner of 199,085 shares of the common stock of the Corporation, which shares are held on behalf of the Talanta Partnership (in street name) by Merrill Lynch, and with respect to which shares the Talanta Partnership has the right to vote in the election of directors of the Corporation.��
�
The Hale Partnerships, collectively, as of the date hereof, are the beneficial owners of 413,286 shares of common stock of the Corporation, which shares are held on behalf of the Hale Partnerships (in street name) by InterActive Brokers, and with respect to which shares the Hale Partnerships have the right to vote in the election of directors of the Corporation.
The Nominating Stockholders believe that the Corporations By-Laws, properly construed, permit them to submit a nominee for election under Section 11 of Article II. However, to the extent the Corporation can establish otherwise as a precondition for the Nominating Stockholders to make a nomination for the 2015 Annual Meeting, each Nominating Stockholder will cause 100 or more of its shares of common stock of the Corporation to be placed in its name as the stockholder of record. Please inform the Nominating Stockholders promptly in writing if the Corporation has construed the By-Laws in such a fashion.
�
�
�
�
�
Secretary of Stanley Furniture Company, Inc.
November 3, 2014
Page 3
�
The Nominating Stockholders hereby notify the Corporation of their desire to nominate for election�as directors�of the Corporation at the 2015 Annual Meeting�the following�two persons�(each,�a Nominee and collectively,�the Nominees):�
�
Robert E. Allen
Jeffrey S. Gilliam
The Nominating Stockholders satisfy all of the notice requirements set forth in the By-Laws, which is demonstrated by the responses below that track specifically the five requirements set forth therein.
�
|
(a)
|
the name and address of the stockholder who intends to make the nomination and of the person or persons to be nominated:
|
Talanta Fund, L.P.
401 N. Tryon Street, 10th Floor
Charlotte, NC��28202
�
|
Hale Partnership Fund, LP and
MGEN II Hale Fund, LP
6100 Fairview Road, Suite 1220
Charlotte, NC 28210
|
�
�
|
(b)
|
a representation that the stockholder is a holder of record of stock of the Corporation entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice:
|
As described above, each of the Nominating Stockholders hereby represents that it is the undisputed beneficial owner of shares of common stock of the Corporation entitled to vote at the 2015 Annual Meeting; that it has the right to vote such shares; and that it intends to appear in person or by proxy at the meeting to join in the nomination of the persons specified in this Notice. Also, as described above, each of the Nominating Stockholders will take direct record ownership of some of its shares of the Corporations common stock if the Corporation deems that to be required.
�
|
(c)
|
a description of all arrangements or understandings between the stockholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the stockholders:
|
There are no such arrangements or understandings between the Nominating Stockholders, the Nominees or any other persons.
�
|
(d)
|
such other information regarding each nominee proposed by such stockholder as would be required to be included in a proxy statement filed pursuant to the proxy rules of the Securities and Exchange Commission, had the nominee been nominated, or intended to be nominated, by the Board of Directors:
|
�
�
�
�
�
Secretary of Stanley Furniture Company, Inc.
November 3, 2014
Page 4
�
Biographical information about each of the Nominees, in a format consistent with the nominee biographical information set forth in the Corporations past proxy statements, is attached hereto as Annex A. Furthermore, the Nominating Stockholders, on behalf of the Nominees, confirm that each of the Nominees is appropriately independent with respect to the Corporation and otherwise meets applicable corporate governance standards set forth in the federal securities laws and elsewhere. Additional information about each of the Nominees is available upon request.
�
|
(e)
|
the consent of each nominee to serve as a director of the Corporation if so elected:
|
Signed statements indicating each Nominees agreement to serve as a director of the Corporation if elected are attached hereto as Annex B.
If the Corporation believes the Nominating Stockholders are required to provide any other information under the By-Laws (or under any other governing document of the Corporation applicable to director nominations by stockholders of the Corporation), please contact immediately the Nominating Stockholders at their respective addresses set forth in the response to the requirement designated (a) above. Unless the Nominating Stockholders hear from you otherwise, the Nominating Stockholders will assume that this Notice has been accepted by the Corporation as timely and in compliance with the By-Laws and any other applicable requirement.
*��*��*��*��*
�
�
�
�
�
Secretary of Stanley Furniture Company, Inc.
November 3, 2014
Page 5
�
Sincerely,
Talanta Fund, L.P.
|
� | � |
By:��Talanta Investment Group LLC, General Partner
|
� | � |
� | � | � |
/s/ Justyn Putnam
|
� | � |
By:��Justyn Putnam, Managing Member
|
� | � |
� | � | � |
Hale Partnership Fund, LP
|
� | � |
By:��Hale Partnership Capital Advisors, LLC, General Partner
|
� | |
� | � | � |
/s/ Steve Hale
|
� | � |
By:��Steve Hale, Managing Partner
|
� | � |
� | � | � |
MGEN II Hale Fund, LP
|
� | � |
By:��Hale Partnership Capital Advisors, LLC, General Partner
|
� | |
� | � | � |
/s/ Steve Hale
|
� | � |
By:��Steve Hale, Managing Partner
|
� | � |
cc:
|
Mr. Michael P. Haley
|
Chairman of the Board of Directors
�
�
�
�
Secretary of Stanley Furniture Company, Inc.
November 3, 2014
Page 6
�
Annex A
Nominee Biographical Information
Robert E. Allen, 70. Mr. Allen is the founder and Managing Director of Redding Consultants. Prior to becoming a consultant, Mr. Allen was a Senior Vice President of Emery Worldwide (overnight airfreight) where he had responsibility for international operations, as well as U.S. sales and marketing. Mr. Allen has previous board experience as a director of Golfsmith International Holdings, Inc. from 2008-2012. He is also a former board member of EDO Corporation, a U.S. defense contractor, Pioneer Companies, Inc., a manufacturer of Chlor Alkali and related products, BIC Corporation, an international consumer goods company, Goodwin Biotechnology, a manufacturer of monoclonal antibodies and J. Rigby and Company, the predecessor company to J. Roberts and Son (a U.K. based manufacturer of luxury goods).
Jeffrey S. Gilliam, 57. Mr. Gilliam has been a Director of the Finley Group, a corporate advisory firm, since 2012. From 2002 to 2012, Mr. Gilliam was the Chief Financial Officer, and then President, of Toter, Incorporated (a division of Wastequip, LLC), a�manufacturer of trash cans, recycling bins, and carts for waste collection services.
�
�
�
�
Annex B
Nominee Agreements to Serve as Directors if Elected
�
EXHIBIT 2
�
DIRECTOR NOMINATION NOTICE
�
CONSENT TO NOMINATION AND AGREEMENT TO SERVE AS DIRECTOR
To:
|
Stanley Furniture Company, Inc.
|
I hereby consent to being named as a nominee for election as a director of Stanley Furniture Company, Inc. (the Corporation) in any notice or proxy statement published in connection with the election of directors at the 2015 annual meeting of stockholders of the Corporation. I also confirm my agreement that, if so nominated and thereby elected, I will so serve as a director of the Corporation.
� |
/s/ Jeffrey S. Gilliam
|
� |
� |
Jeffrey S. Gilliam
|
� |
� |
Date: October 31, 2014
|
� |
�
CONSENT TO NOMINATION AND AGREEMENT TO SERVE AS DIRECTOR
�
To:
|
Stanley Furniture Company, Inc.
|
I hereby consent to being named as a nominee for election as a director of Stanley Furniture Company, Inc. (the Corporation) in any notice or proxy statement published in connection with the election of directors at the 2015 annual meeting of stockholders of the Corporation. I also confirm my agreement that, if so nominated and thereby elected, I will so serve as a director of the Corporation.
� |
/s/ Robert E. Allen
|
� |
� |
Robert E. Allen
|
� |
� |
Date: October 31, 2014
|
� |
�
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