0001144204-15-054411.txt : 20150910 0001144204-15-054411.hdr.sgml : 20150910 20150910160610 ACCESSION NUMBER: 0001144204-15-054411 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20150910 DATE AS OF CHANGE: 20150910 GROUP MEMBERS: JOSHUA LANDES GROUP MEMBERS: NELSON OBUS GROUP MEMBERS: WYNNEFIELD CAPITAL MANAGEMENT, LLC GROUP MEMBERS: WYNNEFIELD CAPITAL, INC. GROUP MEMBERS: WYNNEFIELD CAPITAL, INC. PROFIT SHARING PLAN GROUP MEMBERS: WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P. GROUP MEMBERS: WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND, LTD. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GLOBAL POWER EQUIPMENT GROUP INC. CENTRAL INDEX KEY: 0001136294 STANDARD INDUSTRIAL CLASSIFICATION: FABRICATED PLATE WORK (BOILER SHOPS) [3443] IRS NUMBER: 731541378 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-78023 FILM NUMBER: 151101234 BUSINESS ADDRESS: STREET 1: 400 E. LAS COLINAS BLVD. STREET 2: SUITE 400 CITY: IRVING STATE: TX ZIP: 75039 BUSINESS PHONE: 214-574-2700 MAIL ADDRESS: STREET 1: 400 E. LAS COLINAS BLVD. STREET 2: SUITE 400 CITY: IRVING STATE: TX ZIP: 75039 FORMER COMPANY: FORMER CONFORMED NAME: GLOBAL POWER EQUIPMENT GROUP INC/ DATE OF NAME CHANGE: 20010309 FORMER COMPANY: FORMER CONFORMED NAME: GEEG INC DATE OF NAME CHANGE: 20010306 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WYNNEFIELD PARTNERS SMALL CAP VALUE LP I CENTRAL INDEX KEY: 0001251565 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 450 SEVENTH AVENUE STREET 2: SUITE 509 CITY: NEW YORK STATE: NY ZIP: 10123 BUSINESS PHONE: 212-760-0814 MAIL ADDRESS: STREET 1: 450 SEVENTH AVENUE STREET 2: SUITE 509 CITY: NEW YORK STATE: NY ZIP: 10123 SC 13G/A 1 v419918_sc13g.htm SC 13G/A

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

SCHEDULE 13G/A

 

Under the Securities Exchange Act of 1934

 

Global Power Equipment Group Inc.

(Name of Issuer)

 

Common Stock, $0.01 par value

(Title of Class of Securities)

 

37941P306

(CUSIP Number)

 

August 25, 2015

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

xRule 13d-1(b)
¨Rule 13d-1(c)
¨Rule 13d-1(d)

 

The information required in 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 (the “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).

 

 

 

 

CUSIP No. 37941P306

 13G/A Page 1 of 13

 

1

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Wynnefield Partners Small Cap Value, L.P. I   13-3953291

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

 

(a) ¨

(b) x

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

 

 5

SOLE VOTING POWER

 

1,330,121

6

SHARED VOTING POWER

 

0

7

SOLE DISPOSITIVE POWER

 

1,330,121

8

SHARED DISPOSITIVE POWER

 

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,330,121

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

7.7%

12

TYPE OF REPORTING PERSON (See Instructions)

 

PN

         

 

 

 

 

CUSIP No. 37941P306

 13G/A Page 2 of 13

 

1

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Wynnefield Partners Small Cap Value, L.P.   13-3688497

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

 

(a) ¨

(b) x

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

 

 5

SOLE VOTING POWER

 

811,442

6

SHARED VOTING POWER

 

0

7

SOLE DISPOSITIVE POWER

 

811,442

8

SHARED DISPOSITIVE POWER

 

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

811,442

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

4.7%

12

TYPE OF REPORTING PERSON (See Instructions)

 

PN

         

 

 

 

 

CUSIP No. 37941P306

 13G/A Page 3 of 13

 

1

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Wynnefield Small Cap Value Offshore Fund, Ltd. (No IRS Identification No.)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

 

(a) ¨

(b) x

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cayman Islands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

 

 5

SOLE VOTING POWER

 

448,558

6

SHARED VOTING POWER

 

0

7

SOLE DISPOSITIVE POWER

 

448,558

8

SHARED DISPOSITIVE POWER

 

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

448,558

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

2.6%

12

TYPE OF REPORTING PERSON (See Instructions)

 

CO

         

 

 

 

 

CUSIP No. 37941P306

 13G/A Page 4 of 13

 

1

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Wynnefield Capital, Inc. Profit Sharing Plan

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

 

(a) ¨

(b) x

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

 

 5

SOLE VOTING POWER

 

85,205

6

SHARED VOTING POWER

 

0

7

SOLE DISPOSITIVE POWER

 

85,205

8

SHARED DISPOSITIVE POWER

 

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

85,205

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

.5%

12

TYPE OF REPORTING PERSON (See Instructions)

 

EP

         

 

 

 

 

CUSIP No. 37941P306

 13G/A Page 5 of 13

 

1

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Wynnefield Capital Management, LLC   13-4018186

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

 

(a) ¨

(b) x

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

New York

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

 

 5

SOLE VOTING POWER

 

2,141,563 (1)

6

SHARED VOTING POWER

 

0

7

SOLE DISPOSITIVE POWER

 

2,141,563 (1)

8

SHARED DISPOSITIVE POWER

 

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,141,563 (1)

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

12.5%

12

TYPE OF REPORTING PERSON (See Instructions)

 

OO

         

(1)Wynnefield Capital Management, LLC holds an indirect beneficial interest in these shares which are directly beneficially owned by Wynnefield Partners Small Cap Value, L.P. and Wynnefield Partners Small Cap Value, L.P. I.

 

 

 

 

CUSIP No. 37941P306

 13G/A Page 6 of 13

 

1

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Wynnefield Capital, Inc.   13-3688495

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

 

(a) ¨

(b) x

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

 

 5

SOLE VOTING POWER

 

448,558 (2)

6

SHARED VOTING POWER

 

0

7

SOLE DISPOSITIVE POWER

 

448,558 (2)

8

SHARED DISPOSITIVE POWER

 

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

448,558 (2)

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

2.6%

12

TYPE OF REPORTING PERSON (See Instructions)

 

CO

         

(2)Wynnefield Capital Management, LLC holds an indirect beneficial interest in these shares which are directly beneficially owned by Wynnefield Small Cap Value Offshore Fund, Ltd.

 

 

 

 

CUSIP No. 37941P306

 13G/A Page 7 of 13

 

1

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Nelson Obus

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

 

(a) ¨

(b) x

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

 

 5

SOLE VOTING POWER

 

85,205 (3)

6

SHARED VOTING POWER

 

2,590,121 (3)

7

SOLE DISPOSITIVE POWER

 

85,205 (3)

8

SHARED DISPOSITIVE POWER

 

2,590,121 (3)

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,675,326 (3)

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

15.6%

12

TYPE OF REPORTING PERSON (See Instructions)

 

IN

         

(3)Mr. Obus may be deemed to hold an indirect beneficial interest in these shares, which are directly beneficially owned by Wynnefield Partners Small Cap Value, L.P., Wynnefield Partners Small Cap Value, L.P. I, Wynnefield Small Cap Value Offshore Fund, Ltd. and Wynnefield Capital, Inc. Profit Sharing Plan (“Plan”) because he is a co-managing member of Wynnefield Capital Management, LLC,, a principal executive officer of Wynnefield Capital, Inc. and portfolio manager for the Plan.

 

 

 

 

CUSIP No. 37941P306

 13G/A Page 8 of 13

 

1

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Joshua Landes

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

 

(a) ¨

(b) x

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

 

 5

SOLE VOTING POWER

 

0

6

SHARED VOTING POWER

 

2,590,121 (4)

7

SOLE DISPOSITIVE POWER

 

0

8

SHARED DISPOSITIVE POWER

 

2,590,121 (4)

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,590,121 (4)

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

15.1%

12

TYPE OF REPORTING PERSON (See Instructions)

 

IN

         

(4)Mr. Landes may be deemed to hold an indirect beneficial interest in these shares, which are directly beneficially owned by Wynnefield Partners Small Cap Value, L.P., Wynnefield Partners Small Cap Value, L.P. I and Wynnefield Small Cap Value Offshore Fund, Ltd, because he is a co-managing member of Wynnefield Capital Management, LLC and a principal executive officer of Wynnefield Capital, Inc.

 

 

 

 

CUSIP No. 37941P306

 13G/A Page 9 of 13

 

 

Item 1(a). Name of Issuer:
   
Global Power Equipment Group Inc. (“Issuer”).
   
Item 1(b). Address of Issuer’s Principal Executive Offices:
   
  400 E. Las Colinas Boulevard, Suite 400, Irving, Texas 75039
   
Item 2(a). Name of Filing Person:  The “Reporting Persons” as members of a group under Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) are:
   
  Wynnefield Partners Small Cap Value, L.P. I (“Wynnefield Partners I”)
   
     Wynnefield Partners Small Cap Value, L.P. (“Wynnefield Partners”)
   
    Wynnefield Small Cap Value Offshore Fund, Ltd. (“Wynnefield Offshore”)
   
      Wynnefield Capital, Inc. Profit Sharing Plan (“Plan”)
   
      Wynnefield Capital Management, LLC (“WCM”)
   
     Wynnefield Capital, Inc. (“WCI”)
   
     Nelson Obus
   
      Joshua Landes
   
Item 2(b). Address of Principal Business Office or, if none, Residence:
   
  450 Seventh Avenue, Suite 509, New York, New York 10123
   
Item 2(c). Citizenship:
   
  Wynnefield Partners I and Wynnefield Partners are Delaware Limited Partnerships.
   
Wynnefield Offshore is a Cayman Islands Company.
   
The Plan is an employee profit sharing plan organized under the laws of the State of Delaware.
   
WCM is a New York Limited Liability Company.
   
WCI is a Delaware Corporation.
   
Mr. Obus and Mr. Landes are United States citizens.

 

 

 

 

CUSIP No. 37941P306

 13G/A Page 10 of 13

 

 

Item 2(d). Title of Class of Securities:
   
  Common Stock, $0.01 par value (the “Common Shares”)
   
Item 2(e). CUSIP Number:
   
  37941P306
   
Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
   
  (a) ¨   Broker or dealer registered under Section 15 of the Act.
       
  (b) ¨   Bank as defined in section 3(a)(6) of the Act.
       
  (c) ¨   Insurance company as defined in section 3(a)(19) of the Act.
       
  (d) ¨   Investment company registered under section 8 of the Investment Company Act of 1940.
       
  (e) x   An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
       
  (f) ¨   An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).
       
  (g) ¨   A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).
       
  (h) ¨   A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
       
  (i) ¨   A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940.
       
  (j) ¨ Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).  If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ___
       
Item 4. Ownership:
   
  As of August 31, 2015:
   
  (a) Amount beneficially owned by all Reporting Persons: 2,675,326 Common Shares.
     
  (b) Percent of class: 15.6% of the outstanding Common Shares.
     
  (c) Number of shares as to which the Reporting Persons have:

 

 

 

 

CUSIP No. 37941P306

 13G/A Page 11 of 13

 

     
    (i) sole power to vote or to direct the vote: 2,675,326 Common Shares
     
    (ii) shared power to vote or to direct the vote: 0
     
    (iii) sole power to dispose or to direct the disposition: 2,675,326 Common Shares
     
    (iv) shared power to dispose or to direct the disposition: 0
     
Item 5. Ownership of Five Percent or Less of a Class:
   
  If this statement is being filed to report the fact that as of the date hereof the Reporting Person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following [ ].
   
Item 6. Ownership of More than Five Percent on Behalf of Another Person:
   
  Not applicable.
   
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:
   
  Not applicable.
   
Item 8. Identification and Classification of Members of the Group:
   
  See Item 2(a)-(c)
   
Item 9. Notice of Dissolution of Group:
   
  Not applicable.
   
Item 10. Certification:
   
  By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

 

 

 

CUSIP No. 37941P306

 13G/A Page 12 of 13

 

 

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: September 10, 2015

 

WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P. I

 

By: Wynnefield Capital Management, LLC,

its General Partner

 

By: /s/ Nelson Obus

Nelson Obus, Co-Managing Member

 

WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P.

 

By: Wynnefield Capital Management, LLC,

its General Partner

 

By: /s/ Nelson Obus

Nelson Obus, Co-Managing Member

 

WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND, LTD.

 

By: Wynnefield Capital, Inc.,

its Investment Manager

 

By: /s/ Nelson Obus

Nelson Obus, President

 

WYNNEFIELD CAPITAL INC. PROFIT SHARING PLAN, INC.

 

By: /s/ Nelson Obus

Nelson Obus, Authorized Signatory

 

 

WYNNEFIELD CAPITAL MANAGEMENT, LLC

 

By: /s/ Nelson Obus

Nelson Obus, Co-Managing Member

 

WYNNEFIELD CAPITAL, INC.

 

By: /s/ Nelson Obus

Nelson Obus, President

 

 

 

 

CUSIP No. 37941P306

 13G/A Page 13 of 13

 

 

/s/ Nelson Obus

Nelson Obus, Individually

 

/s/ Joshua Landes

Joshua Landes, Individually