0000947871-14-000348.txt : 20140527 0000947871-14-000348.hdr.sgml : 20140526 20140527154930 ACCESSION NUMBER: 0000947871-14-000348 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20140527 DATE AS OF CHANGE: 20140527 GROUP MEMBERS: JOHN A. BARTHOLDSON GROUP MEMBERS: JUNIPER HF INVESTORS II, LLC GROUP MEMBERS: JUNIPER INVESTMENT COMPANY, LLC GROUP MEMBERS: JUNIPER PUBLIC FUND, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ALTEVA, INC. CENTRAL INDEX KEY: 0000104777 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 141160510 STATE OF INCORPORATION: NY FISCAL YEAR END: 1220 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-79356 FILM NUMBER: 14869879 BUSINESS ADDRESS: STREET 1: 401 MARKET STREET CITY: PHILADELPHIA STATE: PA ZIP: 19106 BUSINESS PHONE: 877-258-3722 MAIL ADDRESS: STREET 1: 401 MARKET STREET CITY: PHILADELPHIA STATE: PA ZIP: 19106 FORMER COMPANY: FORMER CONFORMED NAME: WARWICK VALLEY TELEPHONE CO DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MICHAS ALEXIS P CENTRAL INDEX KEY: 0001044005 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 940 WINTER STREET CITY: WALTHAM STATE: MA ZIP: 02451 SC 13D/A 1 ss214545_sc13da.htm AMENDMENT NO. 1
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D
 
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
 
Alteva, Inc.
(Name of Issuer)
 
 
Common Stock, par value $.01 per share
(Title of Class of Securities)
 
 
883375107
(CUSIP Number)
 
 
Alexis P. Michas
Juniper Investment Company, LLC
555 Madison Avenue, 24th Floor
New York, New York 10022
(212) 339-8500
(Name, Address and Telephone Number of Person Authorized
 to Receive Notices and Communications)
 
 
May 8, 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 § 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g) check the following box o.
 
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7(b) for other parties to whom copies are to be sent.
 
* 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).
 
 
 
 
 
 
                           
SCHEDULE 13D
 
CUSIP No.  883375107
  
Page 2 of 9 Pages
         
1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Juniper Public Fund, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) o
 
 
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (See Instructions)
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
372,976
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
372,976
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
372,976
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
6.1%
14
TYPE OF REPORTING PERSON (See Instructions)
 
PN
 
 
 
Page 2 of 9 Pages
 
                    
SCHEDULE 13D
 
CUSIP No.  883375107
  
Page 3 of 9 Pages
         
1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Juniper HF Investors II, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) o
 
 
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (See Instructions)
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
372,976
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
372,976
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
372,976
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
6.1%
14
TYPE OF REPORTING PERSON (See Instructions)
 
PN
 
 
 
Page 3 of 9 Pages
 
                     
SCHEDULE 13D
 
CUSIP No.  883375107
  
Page 4 of 9 Pages
         
1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Juniper Investment Company, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) o
 
 
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (See Instructions)
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
372,976
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
372,976
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
372,976
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
6.1%
14
TYPE OF REPORTING PERSON (See Instructions)
 
PN
 
 
 
Page 4 of 9 Pages
 
                       
SCHEDULE 13D
 
CUSIP No.  883375107
  
Page 5 of 9 Pages
         
1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Alexis P. Michas
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) o
 
 
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (See Instructions)
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
o
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
 
372,976
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
372,976
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
372,976
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
6.1%
14
TYPE OF REPORTING PERSON (See Instructions)
 
IN
 
 
 
Page 5 of 9 Pages
 
                      
SCHEDULE 13D
 
CUSIP No.  883375107
  
Page 6 of 9 Pages
         
1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
John A. Bartholdson
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) o
 
 
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (See Instructions)
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
o
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
 
372,976
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
372,976
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
372,976
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
6.1%
14
TYPE OF REPORTING PERSON (See Instructions)
 
IN
 
 
 
Page 6 of 9 Pages
 
                        
Item 1.
Security and Issuer.
 
This Amendment No. 1 to the statement on Schedule 13D (this “Amendment No. 1”) relates to the common stock, par value $.01 per share (the “Shares”), of Alteva, Inc., a New York corporation (the “Issuer”), and hereby amends the statement on Schedule 13D filed with the Securities and Exchange Commission on September 30, 2013 (the “Schedule 13D”) on behalf of the Reporting Persons.  Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Schedule 13D.  All items or responses not described herein remain as previously reported in the Schedule 13D.  The Issuer’s principal executive offices are located at 401 Market Street, Philadelphia, PA, 19106.
 
Item 3.
Source and Amount of Funds or Other Consideration.
 
Item 3 is hereby amended to add the following:
 
The Shares held by the Juniper Public Fund that are the subject of this Amendment No. 1 and purchased in the past sixty days were purchased in open market purchases for an aggregate purchase price of approximately $2,723,000, excluding brokerage commissions.
 
Item 4.
Purpose of Transaction.
 
Item 4 is hereby amended to add the following:
 
On May 8, 2014 and May 27, 2014, the Juniper Public Fund delivered letters to Mr. Brian J. Kelley, Interim Chief Executive Officer of the Issuer, and Ms. Kelly C. Bloss, Chairman of the Board of Directors of the Issuer, in which the Juniper Public Fund stated its view that, among other things, the Board of Directors of the Issuer should engage financial advisors to explore all strategic alternatives, including a sale of the Issuer.
 
Item 5.
Interest in Securities of the Issuer.
 
Item 5 is hereby amended and restated as follows:
 
The responses of the Reporting Persons to Rows (11) through (13) of the cover pages of this Amendment No. 1 are incorporated herein by reference.
 
(a)           The percentages used herein are calculated based upon 6,088,347 Shares outstanding at May 2, 2014, as set forth in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2014.
 
As of the date of this Amendment No. 1, the Reporting Persons beneficially owned in the aggregate 372,976 Shares, constituting approximately 6.1% of the then outstanding Shares.  As of the date of this Amendment No. 1, the Reporting Persons may be deemed to have direct beneficial ownership of the Shares as follows:
 
(i)           Juniper Public Fund beneficially owned 372,976 Shares, constituting approximately 6.1% of the then outstanding Shares.
 
 
Page 7 of 9 Pages
 
             
(ii)           Juniper HF Investors, as the general partner of Juniper Public Fund, may be deemed to own beneficially (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934) 372,976 Shares, constituting approximately 6.1% of the then outstanding Shares.  Juniper HF Investors disclaims beneficial ownership of such Shares for all other purposes.
 
(iii)          Juniper Investment Company, as the investment advisor of Juniper Public Fund, may be deemed to own beneficially (as that term is defined in Rule 13-d under the Securities Exchange Act of 1934) 372,976 Shares, constituting approximately 6.1% of the then outstanding Shares.  Juniper Investment Company disclaims beneficial ownership of such Shares for all other purposes.
 
(iv)          Each of Messrs. Michas and Bartholdson, as the managing members of Juniper HF Investors and Juniper Investment Company, may be deemed to own beneficially (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934) 372,976 Shares, constituting approximately 6.1% of the then outstanding Shares.  Messrs. Michas and Bartholdson disclaim beneficial ownership of such Shares for all other purposes.
 
(b)           Juniper Public Fund has the sole power to vote or direct the vote of 372,976 Shares and the sole power to dispose or direct the disposition of such Shares.  Juniper HF Investors, Juniper Investment Company and Messrs. Michas and Bartholdson may be deemed to share with Juniper Public Fund the power to vote or to direct the vote and to dispose or to direct the disposition of such Shares.
 
(c)           Set forth on Exhibit A to this Amendment No. 1 is a list of transactions in the Shares effected by Juniper Public Fund in the past sixty days.  These transactions were all effected in the open market through a broker.  Except for the foregoing, no other transactions in the Shares were effected by the Reporting Persons during the sixty days prior to the date of this Amendment No. 1.
 
(d)           To the knowledge of the Reporting Persons, no person other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares that are the subject of the Schedule 13D and this Amendment No. 1.
 
(e)           Not applicable.
 
Item 7.
Materials to be Filed as Exhibits.
 
Exhibit A:
Schedule of Transactions
Exhibit B:
Joint Filing Agreement dated September 30, 2013, among the Reporting Persons (incorporated by reference to Exhibit B to the Schedule 13D filed with the SEC on September 30, 2013)
Exhibit C:
Letter, dated May 8, 2014, from the Juniper Public Fund to Mr. Brian J. Kelley
Exhibit D:
Letter, dated May 27, 2014, from the Juniper Public Fund to Mr. Brian J. Kelley
 
 
 
Page 8 of 9 Pages
 
                       
SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
Dated:  May 27, 2014
 
  JUNIPER PUBLIC FUND, L.P.  
         
  By: JUNIPER HF INVESTORS II, LLC, its General Partner
         
         
  By:  /s/ Alexis P. Michas  
  Name: Alexis P. Michas  
  Title: Managing Member  
         
                       
 
  JUNIPER HF INVESTORS II, LLC  
         
         
  By:  /s/ Alexis P. Michas  
  Name: Alexis P. Michas  
  Title: Managing Member  
         
                    
 
  JUNIPER INVESTMENT COMPANY, LLC  
         
         
  By:  /s/ Alexis P. Michas  
  Name: Alexis P. Michas  
  Title: Managing Member  
         
                          
 
         
  By:  /s/ Alexis P. Michas  
  ALEXIS P. MICHAS  
         
 
 
         
  By:  /s/ John A. Bartholdson  
  JOHN A. BARTHOLDSON  
         

 
[Alteva, Inc. 13D, Amendment No. 1]
EX-99.A 2 ss214545_ex99a.htm SCHEDULE OF TRANSACTIONS
 
EXHIBIT A

SCHEDULE OF TRANSACTIONS

Date of Transaction
Number of Shares Acquired
Approximate Price Per Share
April 1, 2014
11,131
$7.44
April 2, 2014
3,869
$7.50
 
 
 
 
 
 
 
 
 
 
 
EX-99.C 3 ss214545_ex99c.htm LETTER, DATED MAY 8, 2014, FROM THE JUNIPER PUBLIC FUND TO MR. BRIAN J. KELLEY
             
EXHIBIT C
 
               
 
Juniper Investment Company, LLC
   
 
555 Madison Avenue
 
New York, New York 10022
JUNIPER INVESTMENT COMPANY
212 339 8500
 

 

 
May 8, 2014
               
Mr. Brian J. Kelley
Interim Chief Executive Officer
Alteva, Inc.
401 Market Street
Philadelphia, PA 19106-2107

Dear Mr. Kelley:

It was a pleasure to meet you and we appreciated the opportunity to share our thoughts in person.  As you know, we are among the largest shareholders of Alteva, Inc. (“Alteva” or the “company”) with beneficial ownership of over 5.6% of the common stock.  We share with you and the other members of the Board of Directors a strong interest in realizing the potential of Alteva’s businesses.

Alteva has developed a valuable unified communications platform and the prospects for the business are favorable.  However, following the Board’s recent decision to terminate the employment of Mssrs. Cuthbert and Conn, we believe shareholders will not achieve full value as an independent public company.  Based on its current price and the completion of the O-P put option, the entire company has an enterprise value that is less than the $17.8 million the company paid for the Alteva business in 2011.  The business is more valuable as a private company with no sensitivity to quarterly results or as a subsidiary of a larger company with greater resources.  In either case, the business would be able to pursue higher customer growth during this period of rapid market expansion.

The Board had ample opportunity and insight to evaluate Mr. Cuthbert.  When the Board promoted Mr. Cuthbert to Chief Executive Officer in March 2013, he had managed the unified communications business for seven years.  This included five years with Alteva, LLC, prior to its acquisition by the company.  The Board’s elevation of Mr. Cuthbert to the CEO position was an endorsement of his strategy and record.  We understood the strategy under Mr. Cuthbert’s leadership and were satisfied with the company’s direction and operations.  We don’t feel that the Board can credibly discard its previous endorsement of Mr. Cuthbert and ask shareholders to support a “do-over” with a third (and potentially fourth) CEO in just over a year.

At this important juncture, with a nascent unified communications business, interim leadership, and the recent exercise of the O-P put option, we encourage the Board of Directors to engage independent financial advisors to explore all strategic alternatives, including a sale of the company.

We appreciate your time addressing this matter.
               
 
Sincerely,
  
     
  /s/ John A. Bartholdson  
     
 
John A. Bartholdson
  
 
Juniper Public Fund, L.P.
  
               
cc:  Ms. Kelly C. Bloss, Chairman of the Board
 
 
 
 
 
EX-99.D 4 ss214545_ex99d.htm LETTER, DATED MAY 27, 2014, FROM THE JUNIPER PUBLIC FUND TO MR. BRIAN J. KELLEY
             
EXHIBIT D

 
 

 
Juniper Investment Company, LLC
   
 
555 Madison Avenue
 
New York, New York 10022
JUNIPER INVESTMENT COMPANY
212 339 8500
 


 
May 27, 2014

 
Mr. Brian J. Kelley
Interim Chief Executive Officer
Alteva, Inc.
401 Market Street
Philadelphia, PA 19106-2107

Dear Mr. Kelley:

We are disappointed with the board’s response to our attached letter from May 8, 2014 which you communicated to us last week by phone.

It is not reasonable to ask shareholders to blindly support the ongoing leadership changes at Alteva. The company is operating with its third CEO (with the continuing possibility of a search for a fourth) in the past 15 months. Before shareholders are subjected to another change in leadership and strategy, we believe the board has a duty to engage an independent financial advisor to consider all strategic alternatives.
 

 
Sincerely,
  
     
  /s/ John A. Bartholdson  
     
 
John A. Bartholdson
  
 
Juniper Public Fund, L.P.
  


cc:  Ms. Kelly C. Bloss, Chairman of the Board