SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549
	SCHEDULE 13D/A

 

Under the Securities Exchange Act of 1934*

(Amendment No. 9)*

 

(Name of Issuer)

 

(Title of Class of Securities)

 

(CUSIP Number)

 

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

 

Copies to:

 

(Date of Event which Requires Filing of this Schedule)

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 §§ 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 Rule 240.13d-7 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 (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).

 

 

SCHEDULE 13D/A

 

 

 

SCHEDULE 13D/A

 

 

 

SCHEDULE 13D/A

 

 

 

SCHEDULE 13D/A

 

 

 

SCHEDULE 13D/A

 

 

 

Explanatory Note   Pursuant to Rule 13d-2 promulgated under the Securities Exchange Act, as amended (the “Exchange Act”), this Schedule 13D/A (this “Amendment No. 9”) amends and supplements the Schedule 13D filed on August 28, 2007 (the “Original Schedule 13D”) as amended by Amendment No. 1 thereto filed on October 3, 2007, amendment No. 2 thereto filed on December 31, 2007, amendment No. 3 thereto filed on October 7, 2008, amendment No. 4 thereto filed on June 3, 2010, amendment No. 5 thereto filed on September 20, 2010, amendment No. 6 thereto filed on January 3, 2012,  amendment No. 7 thereto filed on January 6, 2012 and amendment No. 8 thereto filed on June 20, 2012 (as so amended, the “Schedule 13D”).  This Amendment No. 9 is being filed jointly by (i) Bedford Oak Capital, L.P., a Delaware limited partnership (“Capital”); (ii) Bedford Oak Acorn, L.P., a Delaware limited partnership (“Acorn”); (iii) Bedford Oak Offshore, Ltd., a Cayman Islands company (“Offshore”); (iv) Bedford Oak Advisors, LLC, a Delaware limited liability company (the “Advisor”); and (v) Mr. Harvey P. Eisen (“Mr. Eisen” and, together with Capital, Acorn, Offshore and the Advisor, the “Reporting Persons”) and relates to the common stock, par value $0.01 per share (the “Common Stock”), of National Patent Development Corporation (the “Company”).  Capitalized terms used, but not defined, in this Amendment No. 9 have the meanings ascribed to them elsewhere in the Schedule 13D.   This Amendment No. 9 is being filed solely to include as Exhibit 99.1 the Side Letter that was inadvertently omitted from Amendment No. 8.

 

7

 

Item 7.	Material to be Filed as Exhibits.
Exhibit 99.1            Side Letter dated June 18, 2012 by the Reporting Persons in favor of Mr. Donovan.

 

8

 

SIGNATURES

 

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

 

 

Dated: June 21, 2012	BEDFORD OAK CAPITAL, L.P.
	By: Bedford Oak Management, LLC
	By:	/s/ Harvey P. Eisen
	Name:		Harvey P. Eisen
	Title:		Managing Member
Dated: June 21, 2012	BEDFORD OAK ACORN, L.P.
	By: Bedford Oak Management, LLC
	By:	/s/ Harvey P. Eisen
	Name:		Harvey P. Eisen
	Title:		Managing Member
Dated: June 21, 2012	BEDFORD OAK ADVISORS, LLC
	By:	/s/ Harvey P. Eisen
	Name:		Harvey P. Eisen
	Title:		Managing Member
Dated: June 21, 2012	BEDFORD OAK OFFSHORE, LTD.
	By:	/s/ Sarah Kelly
	Name:		Sarah Kelly
	Title:		Director
Dated: June 21, 2012	HARVEY P. EISEN
	By:	/s/ Harvey P. Eisen

 

Exhibit 99.1

 

Harvey P. Eisen

c/o Bedford Oak Advisors, LLC

100 South Bedford Road, Suite 2R

Mount Kisco, NY 10549

 

June 18, 2012

 

Peter M. Donovan

c/o Wright Investors’ Service

440 Wheelers Farms Road

Milford, CT 06461 USA

 

Re:          Board of Directors Appointment Pursuant to Merger Agreement

 

Dear Mr. Donovan:

 

Reference is made to that certain Agreement and Plan of Merger, dated as of June 18, 2012 (the “Merger Agreement”), by and among National Patent Development Corporation, a Delaware corporation (“Parent”), NPT Advisors Inc., a Delaware corporation, The Winthrop Corporation, a Connecticut corporation, and you, acting in your capacity as Securityholders’ Representative (capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Merger Agreement).

 

1.             Voting Agreement.  In connection with the execution, delivery and performance of the Merger Agreement, the undersigned, each of Harvey Eisen (“Eisen”) and the undersigned entities (the “Bedford Oak Entities”) agree (and agree to cause his or its successors and affiliates and all funds and accounts with respect to which any of them has or shares voting authority to agree), until the earlier of (A) the later of (i) five (5) years from the Closing Date and (ii) such time after five (5) years from the Closing Date as the board of directors of Parent determines, in the exercise of its fiduciary duties, not to re-nominate you as a director, and (B) the date that you, your spouse and your account in The Wright Investors’ Service Deferred Savings, Profit Sharing and Investment Plan and Trust cease to beneficially own, in the aggregate, at least Seven Hundred Fifty Thousand (750,000) shares of Parent Common Stock (which number of shares of Parent Common Stock shall be equitably adjusted in the event of any stock split or similar transaction affecting or involving any Parent Common Stock), to vote, or cause to be voted, all shares of Parent Common Stock beneficially owned either by Eisen or any Bedford Oak Entity, or with respect to which Eisen or any Bedford Oak Entity has or shares voting authority, in favor of your election to (and against your removal from) the Board of Directors of Parent as contemplated by Section 2.5 of the Merger Agreement.

 

2.             Miscellaneous.  For purposes of this letter agreement, each of Sections 14.3, 14.5, 14.7 and 14.13 of the Merger Agreement shall be incorporated herein by reference and each reference to (i) a “party” or “Party” therein shall be deemed to refer to each of the undersigned and Peter M. Donovan, and (ii) “the Agreement” or “this Agreement” therein shall be deemed to refer to this letter agreement.

 

 

		Sincerely,
		/s/ Harvey P. Eisen
		Harvey P. Eisen
		BEDFORD OAK ADVISORS, LLC
		By:	/s/ Harvey P. Eisen
		Name: Harvey P. Eisen
		Title: Managing Member
		BEDFORD OAK CAPITAL, L.P.
		By:	Bedford Oak Management, LLC
		By:	/s/ Harvey P. Eisen
		Name: Harvey P. Eisen
		Title: Managing Member
		BEDFORD OAK ACORN, L.P.
		By:	Bedford Oak Management, LLC
		By:	/s/ Harvey P. Eisen
		Name: Harvey P. Eisen
		Title: Managing Member
AGREED TO AND
ACKNOWLEDGED BY:
/s/ Peter M. Donovan
Peter M. Donovan

 

 

[SIGNATURE PAGE TO BEDFORD OAK SIDE LETTER]