Form SC 13D/A INTEVAC INC Filed by: Northern Right Capital Management, L.P.

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)*

 

 

Intevac, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

461148108

(CUSIP Number)

Northern Right Capital Management, L.P.

Attn: Chief Compliance Officer

10 Corbin Drive

3^rd Floor

Darien, Connecticut 06820

(203) 951-5440

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

November 2, 2015

(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 which is the subject of this Schedule 13D, and is filing this schedule because of Sections 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 Section 240.13d-7 for other parties to whom copies are to be sent.

 

 

 

*	This Schedule 13D constitutes Amendment No. 4 to the Schedule 13D on behalf of the Reporting Persons listed herein, except for Becker Drapkin Partners SLV, Ltd., for which it is the initial filing of Schedule 13D.

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).

 

 

 

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CUSIP No. 461148108

 

1		NAME OF REPORTING PERSONS   Northern Right Capital Management, L.P. (f/k/a Becker Drapkin Management, L.P.)
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ¨        (b)  x
3		SEC USE ONLY
4		SOURCE OF FUNDS   OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)   ¨
6		CITIZENSHIP OR PLACE OF ORGANIZATION   Texas
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER   354,566
				8		SHARED VOTING POWER   1,908,406
				9		SOLE DISPOSITIVE POWER   354,566
				10		SHARED DISPOSITIVE POWER   1,908,406
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   2,262,972
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   ¨
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   10.4%
14		TYPE OF REPORTING PERSON   IA, PN

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CUSIP No. 461148108

 

1		NAME OF REPORTING PERSONS   Northern Right Capital (QP), L.P. (f/k/a Becker Drapkin Partners (QP), L.P.)
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ¨        (b)  x
3		SEC USE ONLY
4		SOURCE OF FUNDS   WC
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)   ¨
6		CITIZENSHIP OR PLACE OF ORGANIZATION   Texas
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER   779,801
				8		SHARED VOTING POWER   0
				9		SOLE DISPOSITIVE POWER   779,801
				10		SHARED DISPOSITIVE POWER   0
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   779,801
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   ¨
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   3.6%
14		TYPE OF REPORTING PERSON   PN

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CUSIP No. 461148108

 

1		NAME OF REPORTING PERSONS   Becker Drapkin Partners, L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ¨        (b)  x
3		SEC USE ONLY
4		SOURCE OF FUNDS   WC
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)   ¨
6		CITIZENSHIP OR PLACE OF ORGANIZATION   Texas
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER   0
				8		SHARED VOTING POWER   0
				9		SOLE DISPOSITIVE POWER   0
				10		SHARED DISPOSITIVE POWER   0
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   0
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   ¨
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   0.0%
14		TYPE OF REPORTING PERSON   PN

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CUSIP No. 461148108

 

1		NAME OF REPORTING PERSONS   Becker Drapkin Partners SLV, Ltd.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ¨        (b)  x
3		SEC USE ONLY
4		SOURCE OF FUNDS   WC
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)   ¨
6		CITIZENSHIP OR PLACE OF ORGANIZATION   Cayman Island
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER   1,128,605
				8		SHARED VOTING POWER   0
				9		SOLE DISPOSITIVE POWER   1,128,605
				10		SHARED DISPOSITIVE POWER   0
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   1,128,605
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   ¨
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   5.2%
14		TYPE OF REPORTING PERSON   CO

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CUSIP No. 461148108

 

1		NAME OF REPORTING PERSONS   BC Advisors, LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ¨        (b)  x
3		SEC USE ONLY
4		SOURCE OF FUNDS   OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)   ¨
6		CITIZENSHIP OR PLACE OF ORGANIZATION   Texas
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER   0
				8		SHARED VOTING POWER   2,262,972
				9		SOLE DISPOSITIVE POWER   0
				10		SHARED DISPOSITIVE POWER   2,262,972
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   2,262,972
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   ¨
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   10.4%
14		TYPE OF REPORTING PERSON   IA, OO

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CUSIP No. 461148108

 

1		NAME OF REPORTING PERSONS   Steven R. Becker
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ¨        (b)  x
3		SEC USE ONLY
4		SOURCE OF FUNDS   OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)   ¨
6		CITIZENSHIP OR PLACE OF ORGANIZATION   United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER   0
				8		SHARED VOTING POWER   1,483,171
				9		SOLE DISPOSITIVE POWER   0
				10		SHARED DISPOSITIVE POWER   1,483,171
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   1,483,171
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   ¨
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   6.8%
14		TYPE OF REPORTING PERSON   IN

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CUSIP No. 461148108

 

1		NAME OF REPORTING PERSONS   Matthew A. Drapkin
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ¨        (b)  x
3		SEC USE ONLY
4		SOURCE OF FUNDS   OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)   ¨
6		CITIZENSHIP OR PLACE OF ORGANIZATION   United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER   0
				8		SHARED VOTING POWER   2,262,972
				9		SOLE DISPOSITIVE POWER   0
				10		SHARED DISPOSITIVE POWER   2,262,972
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   2,262,972
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   ¨
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   10.4%
14		TYPE OF REPORTING PERSON   IN

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This Amendment No. 4 to Schedule 13D amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on May 23, 2014, Amendment No. 1 thereto, filed with the SEC on August 4, 2014, Amendment No. 2 thereto, filed with the SEC on August 25, 2014, and Amendment No. 3 thereto, filed with the SEC on September 9, 2014, on behalf of the Reporting Persons (as defined below) (other than Becker Drapkin Partners SLV, Ltd.) and constitutes the initial filing on Schedule 13D filed with the SEC on behalf of Becker Drapkin Partners SLV, Ltd., in each case, with respect to the shares of common stock, par value $0.001 per share (the “Common Stock”), of Intevac, Inc., a Delaware corporation (the “Issuer”). This Amendment No. 4 to Schedule 13D constitutes an “exit filing” with respect to the Schedule 13D filed on behalf of Becker Drapkin Partners, L.P.

Item 2. Identity and Background

Item 2 is amended and restated in its entirety as of the date hereof:

(a) This Statement is filed jointly on behalf of the following persons (collectively, the “Reporting Persons”): Northern Right Capital Management, L.P. (f/k/a Becker Drapkin Management, L.P.), a Texas limited partnership (“NRC Management”); Northern Right Capital (QP), L.P. (f/k/a Becker Drapkin Partners (QP), L.P.), a Texas limited partnership (“NRC QP”); Becker Drapkin Partners, L.P., a Texas limited partnership (“Becker Drapkin, L.P.”); Becker Drapkin Partners SLV, Ltd., a Cayman Island exempted company (“BD SLV”); BC Advisors, LLC, a Texas limited liability company (“BCA”); Steven R. Becker (“Mr. Becker”); and Matthew A. Drapkin (“Mr. Drapkin”). The Reporting Persons are filing this Statement jointly, and the agreement among the Reporting Persons to file jointly is attached hereto as Exhibit 1 and incorporated herein by reference (the “Joint Filing Agreement”).

NRC QP and BD SLV are collectively referred to herein as the “Reporting Funds”.

Mr. Becker and Mr. Drapkin are the members of BCA, and BCA is the general partner of NRC Management. Mr. Becker and Mr. Drapkin are also limited partners of NRC Management. NRC Management is the general partner of, and investment manager for, each of NRC QP and Becker Drapkin, L.P., and the investment manager for each of BD SLV and a separate managed account on behalf of an investment advisory client (the “Managed Account”).

(b) The business address of the Reporting Persons except for Mr. Becker is 10 Corbin Drive, 3^rd Floor, Darien, Connecticut 06820. The business address of Mr. Becker is 500 Crescent Court, Suite 230, Dallas, Texas 75201.

(c) The present principal occupation of Mr. Drapkin is managing BCA. The present principal occupation of Mr. Becker is co-managing certain aspects of BCA, including all actions thereof with respect to Becker Drapkin, L.P., BD SLV and the Managed Account, as well as serving as Principal of Western Family Value, LLC. The principal business of BCA is serving as the general partner of NRC Management. The principal business of NRC Management is serving as the general partner of, and investment manager for, each of NRC QP and Becker Drapkin, L.P., and as the investment manager for each of BD SLV and the Managed Account. The principal business of each of the Reporting Funds and Becker Drapkin, L.P. is acquiring and holding securities for investment purposes.

(d) None of the Reporting Persons have, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) None of the Reporting Persons have, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such Reporting Person was or is 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.

(f) Mr. Becker and Mr. Drapkin are citizens of the United States of America. The place of organization of all other Reporting Persons is listed in paragraph (a) of this Item 2.

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Item 3. Source and Amount of Funds or Other Consideration

Item 3 is amended and supplemented to add the following information for updating as of the date hereof:

The Reporting Persons expended an aggregate amount equal to $13,357,038 (including commissions) to purchase 2,262,972 shares of Common Stock.

Item 4. Purpose of Transaction

Item 4 is amended and supplemented to add the following information for updating as of the date hereof:

(a)-(j) The prior disclosures in Item 4 of the Schedule 13D are incorporated herein with respect to BD SLV. Subject to applicable law and regulations and, depending upon certain factors, including the liquidity of shares of Common Stock at prices that would make the disposition of such shares desirable, NRC Management and BD SLV intend to dispose of the shares of Common Stock held by the Managed Account and BD SLV, respectively, through the sale of shares of Common Stock on the open market or in private transactions or otherwise, on such terms and at such times as the applicable Reporting Persons deem advisable.

Item 5. Interest in Securities of the Issuer

Item 5 is amended and supplemented to add the following information for updating as of the date hereof:

(a), (b) The Reporting Persons may be deemed to beneficially own in the aggregate 2,262,972 shares of Common Stock. Based upon a total of 21,848,619 outstanding shares of Common Stock, as reported in the Issuer’s quarterly report on Form 10-Q for the quarter ended October 3, 2015, the Reporting Persons’ shares represent approximately 10.358% of the outstanding shares of Common Stock.

NRC QP owns 779,801 shares of Common Stock (the “NRC QP Shares”), which represent approximately 3.569% of the outstanding shares of Common Stock. NRC QP has the power to vote or to direct the vote of (and the power to dispose or direct the disposition of) the NRC QP Shares. NRC QP disclaims beneficial ownership of the BD SLV Shares (as defined below) and the Managed Account Shares (as defined below).

Becker Drapkin, L.P. does not own any shares of Common Stock and does not have the power to vote or to direct the vote of (and the power to dispose or direct the disposition of) any shares of Common Stock. Becker Drapkin, L.P. disclaims beneficial ownership of the NRC QP Shares, the BD SLV Shares and the Managed Account Shares.

BD SLV owns 1,128,605 shares of Common Stock (the “BD SLV Shares”), which represent approximately 5.166% of the outstanding shares of Common Stock. BD SLV has the power to vote or to direct the vote of (and the power to dispose or direct the disposition of) the BD SLV Shares. BD SLV disclaims beneficial ownership of the NRC QP Shares and the Managed Account Shares.

As general partner and investment manager of NRC QP and investment manager of BD SLV, NRC Management may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the NRC QP Shares and BD SLV Shares. NRC Management disclaims beneficial ownership of the NRC QP Shares and BD SLV Shares. NRC Management in its capacity as investment manager for the Managed Account may be deemed to have the sole power to vote or direct the vote of (and the sole power to dispose or direct the disposition of) 354,566 shares held by the Managed Account (the “Managed Account Shares”), which represent approximately 1.623% of the outstanding shares of Common Stock.

As general partner of NRC Management, BCA may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) any shares of Common Stock beneficially owned by NRC Management. BCA disclaims beneficial ownership of any shares of Common Stock beneficially owned by NRC Management.

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As a member of BCA and pursuant to the operating agreement of BCA, Mr. Drapkin may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) any shares of Common Stock beneficially owned by BCA. Mr. Drapkin disclaims beneficial ownership of any shares of Common Stock beneficially owned by BCA.

As a member of BCA and pursuant to the operating agreement of BCA, Mr. Becker may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the BD SLV Shares and the Managed Account Shares. Mr. Becker disclaims beneficial ownership of any shares of Common Stock beneficially owned by BCA.

As of the date hereof, no Reporting Person owns any shares of Common Stock other than those set forth in this Item 5.

(c) On November 2, 2015, as part of an internal restructuring of the entities managed by NRC Management, (i) NRC QP transferred 905,363 shares of Common Stock to BD SLV, (ii) Becker Drapkin, L.P. transferred 223,242 shares of Common Stock to BD SLV and (iii) Becker Drapkin, L.P. transferred 33,142 shares of Common Stock to NRC QP, in each case in exchange for interests of the applicable transferee.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 is amended and supplemented to add the following information for updating as of the date hereof:

On November 4, 2015, the Reporting Persons entered in the Joint Filing Agreement pursuant to which they agreed to the joint filing on behalf of each of them of this statement on Schedule 13D with respect to the securities of the Issuer. Such Joint Filing Agreement is attached hereto as Exhibit 9.

Item 7. Material to be Filed as Exhibits

 

Exhibit 9		Joint Filing Agreement, dated November 4, 2015, by and among Northern Right Capital Management, L.P.; Northern Right Capital (QP), L.P., Becker Drapkin Partners, L.P.; Becker Drapkin Partners SLV, Ltd.; BC Advisors, LLC; Steven R. Becker; and Matthew A. Drapkin

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SIGNATURES

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned, severally and not jointly, certified that the information set forth in this statement is true, complete and correct.

Dated: November 4, 2015

 

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Exhibit 9

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) and Rule 16a-3(j) of the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) and any required statements on Form 3 or Form 4 with respect to the Common Stock of Intevac, Inc. This Agreement may be included as an Exhibit to such Schedule 13D and any statement on Form 3.

Each of the undersigned acknowledges that each shall be responsible for the timely filing of any statement (including amendments) on Schedule 13D, Form 3 and Form 4, and for the completeness and accuracy of the information concerning him or it contained herein, but shall not be responsible for the completeness and accuracy of the information concerning the other persons making such filings, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

Dated: November 4, 2015

 

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