-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TNgv3sJMUAr8J9OCR7yO5c4mdydiP/rJdDVFhM9m0ZZ3ZDKWjwAn2oa0K8glCGse niae7QFSUDzkh8djqVS2KQ== 0000921895-10-001007.txt : 20100618 0000921895-10-001007.hdr.sgml : 20100618 20100618172234 ACCESSION NUMBER: 0000921895-10-001007 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20100618 DATE AS OF CHANGE: 20100618 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FORWARD INDUSTRIES INC CENTRAL INDEX KEY: 0000038264 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS PRODUCTS, NEC [3089] IRS NUMBER: 131950672 STATE OF INCORPORATION: NY FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-45773 FILM NUMBER: 10906566 BUSINESS ADDRESS: STREET 1: 1801 GREEN ROAD STREET 2: SUITE E CITY: POMPANO BEACH STATE: FL ZIP: 33064 BUSINESS PHONE: 9544199544 MAIL ADDRESS: STREET 1: 1801 GREEN RD STREET 2: SUITE E CITY: POMPANO BEACH STATE: FL ZIP: 33064 FORMER COMPANY: FORMER CONFORMED NAME: PROGRESS HEAT SEALING CO INC DATE OF NAME CHANGE: 19721111 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LaGrange Capital Partners LP CENTRAL INDEX KEY: 0001324023 IRS NUMBER: 134106878 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 570 LEXINGTON AVENUE, 27TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 218-5154 MAIL ADDRESS: STREET 1: 570 LEXINGTON AVENUE, 27TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 sc13da607974002_06182010.htm AMENDMENT NO. 6 TO THE SCHEDULE 13D sc13da607974002_06182010.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)

(Amendment No. 6)1

Forward Industries, Inc.
(Name of Issuer)

Common Stock, par value $0.01
(Title of Class of Securities)

349862300
(CUSIP Number)
 
Frank LaGrange Johnson,
570 Lexington Avenue, 27th Floor
New York, New York 10022
(212) 993-7057
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

June 18, 2010
(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 §§ 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 § 240.13d-7 for other parties to whom copies are to be sent.


_______________
1              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).
 
 
 

 
CUSIP NO. 349862300
 
1
NAME OF REPORTING PERSON
 
LAGRANGE CAPITAL PARTNERS, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
1,599,574
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
1,599,574
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,599,574
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
20.1%
14
TYPE OF REPORTING PERSON
 
PN

 
2

 
CUSIP NO. 349862300
 
1
NAME OF REPORTING PERSON
 
LAGRANGE CAPITAL MANAGEMENT, L.L.C.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
1,599,574
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
1,599,574
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,599,574
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
20.1%
14
TYPE OF REPORTING PERSON
 
IA

 
3

 
CUSIP NO. 349862300
 
1
NAME OF REPORTING PERSON
 
LAGRANGE CAPITAL PARTNERS OFFSHORE FUND, LTD.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
CAYMAN ISLANDS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
338,749
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
338,749
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
338,749
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
4.3%
14
TYPE OF REPORTING PERSON
 
CO

 
4

 
CUSIP NO. 349862300
 
1
NAME OF REPORTING PERSON
 
LAGRANGE SPECIAL SITUATIONS YIELD MASTER FUND, LTD.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
CAYMAN ISLANDS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
164,428
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
164,428
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
164,428
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
2.1%
14
TYPE OF REPORTING PERSON
 
CO

 
5

 
CUSIP NO. 349862300
 
1
NAME OF REPORTING PERSON
 
LAGRANGE CAPITAL ADMINISTRATION, L.L.C.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
503,177
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
503,177
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
503,177
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
6.3%
14
TYPE OF REPORTING PERSON
 
IA

 
6

 
CUSIP NO. 349862300
 
1
NAME OF REPORTING PERSON
 
FRANK LAGRANGE JOHNSON
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
 
2,102,751
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
2,102,751
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,102,751
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
26.4%
14
TYPE OF REPORTING PERSON
 
IN

 
7

 
CUSIP NO. 349862300
 
The following constitutes Amendment No. 6 to the Schedule 13D filed by the undersigned (“Amendment No. 6”).  This Amendment No. 6 amends and restates the Schedule 13D filed on March 24, 2010 in its entirety (as so amended and restated, this “Statement”).
 
Item 1.
Security and Issuer.
 
This Statement relates to shares of the Common Stock, par value $0.01 per share (the “Shares”), of Forward Industries, Inc., a New York corporation (the “Issuer”).  The address of the principal executive offices of the Issuer is 1801 Green Road, Suite E, Pompano Beach, FL 33064.
 
Item 2.
Identity and Background.
 
(a)           This Statement is filed by LaGrange Capital Partners, L.P., a Delaware limited partnership (“Capital Partners”), LaGrange Capital Partners Offshore Fund, Ltd., a Cayman Islands corporation (“Capital Partners Offshore Fund”), LaGrange Special Situations Yield Master Fund, Ltd., a Cayman Islands corporation (“Special Situations Master Fund”),  LaGrange Capital Management, L.L.C., a Delaware limited liability company (“Capital Management”), LaGrange Capital Administration, L.L.C., a Delaware limited liability company (“Capital Administration”) and Frank LaGrange Johnson.
 
Each of the foregoing is referred to as a “Reporting Person” and collectively as, the “Reporting Persons.”  Each of the Reporting Persons is party to that certain Joint Filing and Solicitation Agreement, as further described in Item 6.  Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.
 
(b)           The address of the principal office of each of Capital Partners, Capital Partners Offshore Fund, Special Situations Master Fund, Capital Management, Capital Administration and Frank LaGrange Johnson is 570 Lexington Avenue, 27th Floor, New York, NY  10022.
 
The officers and directors of Capital Partners Offshore Fund and their principal occupations and business addresses are set forth on Schedule B and incorporated by reference in this Item 2.  The officers and directors of Special Situations Master Fund and their principal occupations and business addresses are set forth on Schedule C and incorporated by reference in this Item 2.
 
(c)           The principal business of each of Capital Partners, Capital Partners Offshore Fund and Special Situations Master Fund is serving as a private investment fund.  The principal business of Capital Management is serving as the general partner of Capital Partners.  The principal business of Capital Administration is serving as the investment manager of each of Capital Partners Offshore Fund and Special Situations Master Fund.  The principal business of Frank LaGrange Johnson is serving as the sole member of Capital Management and the managing member of Capital Administration
 
(d)           No Reporting Person, nor any person listed on Schedule B or Schedule C, each annexed hereto, has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
 
(e)           No Reporting Person, nor any person listed on Schedule B or Schedule C, each annexed hereto, has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding 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. Frank LaGrange Johnson is a citizen of the United States of America.
 
 
8

 
CUSIP NO. 349862300

Item 3.
Source and Amount of Funds or Other Consideration.
 
The Shares purchased by Capital Partners, Capital Partners Offshore Fund and Special Situations Master Fund were purchased with working capital in open market purchases, except as otherwise noted herein.  The aggregate purchase price of the 2,102,751 Shares beneficially owned in the aggregate by Capital Partners, Capital Partners Offshore Fund and Special Situations Master Fund is approximately $7,494,125, including brokerage commissions.
 
Item 4.
Purpose of Transaction.
 
The Reporting Persons originally purchased the Shares based on the Reporting Persons’ belief that the Shares, when purchased, were significantly undervalued and represented an attractive investment opportunity.  Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase of additional Shares desirable, the Reporting Persons may endeavor to increase their position in the Issuer through, among other things, the purchase of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.
 
On March 9, 2010, Mr. Frank LaGrange Johnson sent a letter to Mr. Douglas W. Sabra, the Chief Executive Officer of the Issuer, expressing Capital Partners’ desire for board representation, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
 
On June 18, 2010, the Reporting Persons filed a preliminary proxy statement with the U.S. Securities and Exchange Commission (the “SEC”) seeking written consents from the holders of the Issuer’s Shares to request that the Issuer call a special meeting of the Issuer’s shareholders (the “Special Meeting”) for the following purposes: (i) to remove all members of the current Board of Directors of the Issuer (the “Board”) and any member of the Board added prior to the date of the special meeting, without cause; (ii) to repeal any provision of the Amended and Restated Bylaws of the Issuer (“the Bylaws”) in effect at the time this proposal becomes effective that was not included in the Bylaws that became effective on February 13, 2008 and were filed with SEC on December 5, 2007; (ii i) to further amend the Bylaws to fix the size of the Board at five (5); (iv) in the event proposal (i) is approved, to elect the slate of directors nominated by the Reporting Persons to fill the vacancies created by the removal of all of the directors of the Issuer; and (v) to transact such other business as may properly come before the special meeting.  If successful in their solicitation of written requests to call the Special Meeting, the Reporting Persons intend to file and disseminate a separate proxy statement and proxy card relating to proposals to be voted upon at the Special Meeting, if so called.
 
Also on June 18, 2010, Capital Partners delivered a letter to the Board expressing its disappointment with the Board’s recent actions to adopt a shareholder rights plan and certain amendments to the Issuer’s bylaws, which increased the percentage of outstanding Shares required to be held in order to call a special meeting of shareholders from 30% to 40% and improperly attempted to classify the Board, which is now subject to shareholder approval.  In the letter, Capital Partners reiterated its desire to reconstitute the Board.  A copy of the letter is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
 
The Reporting Persons intend to engage in discussions with management and the Board of the Issuer regarding the composition of the Issuer’s Board.
 
No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upn completion of any of the actions discussed herein. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer's financial position and investment strategy, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, communications with management and the Board of the Issuer, nominating or recommendin g candidates to serve as members of the Board, engaging in discussions with third parties about the Issuer and the Reporting Persons’ investment, including other stockholders and potential nominees to the Board, making proposals to the Issuer concerning changes to the capitalization, ownership structure or operations of the Issuer, purchasing additional Shares, selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares, or changing their intention with respect to any and all matters referred to in Item 4.
 
 
9

 
CUSIP NO. 349862300
 
Item 5.
Interest in Securities of the Issuer.
 
(a)           The aggregate percentage of Shares reported owned by each person named herein is based upon 7,965,023 Shares outstanding as of May 4, 2010, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on May 5, 2010.
 
As of the close of business on June 17, 2010, Capital Partners, Capital Partners Offshore Fund and Special Situations Master Fund beneficially owned 1,599,574, 338,749 and 164,428 Shares, respectively, constituting approximately 20.1%, 4.3% and 2.1%, respectively, of the Shares outstanding.
 
Capital Management, as the general partner of Capital Partners, may be deemed to beneficially own the 1,599,574 Shares beneficially owned by Capital Partners.  Capital Management disclaims beneficial ownership of the Shares beneficially owned by Capital Partners, except to the extent of its pecuniary interest therein.
 
Capital Administration, as the investment manager of each of Capital Partners Offshore Fund and Special Situations Master Fund, may be deemed to beneficially own the 503,177 Shares beneficially owned in the aggregate by Capital Partners Offshore Fund and Special Situations Master Fund, representing approximately 6.3% of the Shares outstanding.  Capital Administration disclaims beneficial ownership of the Shares beneficially owned in the aggregate by Capital Partners Offshore Fund and Special Situations Master Fund, except to the extent of its pecuniary interest therein.
 
Frank LaGrange Johnson, as the sole member of Capital Management and the managing member of Capital Administration may be deemed to beneficially own the 2,102,751 Shares beneficially owned in the aggregate by Capital Partners, Capital Partners Offshore Fund and Special Situations Master Fund, representing approximately 26.4% of the Shares outstanding.  Mr. Johnson disclaims beneficial ownership of the Shares beneficially owned in the aggregate by Capital Partners, Capital Partners Offshore Fund and Special Situations Master Fund, except to the extent of his pecuniary interest therein.
 
(b)           Each of Capital Management and Frank LaGrange Johnson has sole voting and dispositive power over the Shares beneficially owned by Capital Partners by virtue of each such entity and person’s relationship to the other as described in Item 5(a).  Each of Capital Administration and Frank LaGrange Johnson has sole voting and dispositive power over the Shares beneficially owned by Capital Partners Offshore Fund and Special Situations Master Fund by virtue of each such entity and person’s relationship to the other as described in Item 5(a).
 
(c)           Schedule A annexed hereto lists all transactions in securities of the Issuer during the past sixty days by the Reporting Persons.
 
 
10

 
CUSIP NO. 349862300
 
(d)           No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, such Shares.
 
(e)           Not applicable.
 
Item 6.
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
 
On June 18, 2010, Capital Partners, Capital Partners Offshore Fund and Special Situations Master Fund, Capital Management, Capital Administration and Mr. Johnson entered into a Joint Filing and Solicitation Agreement  (the “Joint Filing and Solicitation Agreement”) in which, among other things, (a) the parties agreed to the joint filing and solicitation on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required under applicable securities laws,  (b) the parties agreed to form the group for the purpose of soliciting written consents to call the Special Meeting and proxies for the election of persons to be nominated by the group as directors of the Issuer and for the purpose of taking all other actions incidental to the foregoing, (c) Capita l Partners will have the right to pre-approve all expenses incurred in connection with the group's activities and agreed to pay directly all such pre-approved expenses and (d) Capital Partners shall have the right to pre-approve all SEC filings, press releases or stockholder communications proposed to be made or issued in connection with the group’s activities.  The Joint Filing and Solicitation Agreement is attached hereto as Exhibit 99.3 and is incorporated herein by reference.
 
Other than as otherwise described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.
 
Item 7.
Material to be Filed as Exhibits.
 
 
99.1
Letter to Douglas W. Sabra, dated March 9, 2010.
 
 
99.2
Letter to the Board of Directors of Forward Industries, Inc., dated June 18, 2010.
 
 
99.3
Joint Filing and Solicitation Agreement by and among LaGrange Capital Partners, L.P., LaGrange Capital Partners Offshore Fund, Ltd., LaGrange Special Situations Yield Master Fund, Ltd., LaGrange Capital Management, L.L.C., LaGrange Capital Administration, L.L.C. and Frank LaGrange Johnson, dated June 18, 2010.
 
 
11

 
CUSIP NO. 349862300
 
SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this Statement is true, complete and correct.
 

Dated:  June 18, 2010
LaGrange Capital Partners, L.P.
   
 
By:
LaGrange Capital Management, L.L.C.
its General Partner
   
 
By:
/s/ Frank LaGrange Johnson
   
Frank LaGrange Johnson,
its sole Member


 
LaGrange Capital Management, L.L.C.
   
 
By:
/s/ Frank LaGrange Johnson
   
Frank LaGrange Johnson,
its sole Member


 
LaGrange Capital Partners Offshore Fund, Ltd.
   
 
By:
LaGrange Capital Administration, L.L.C.
its Investment Manager
   
 
By:
/s/ Frank LaGrange Johnson
   
Frank LaGrange Johnson,
its Managing Member


 
LaGrange Special Situations Yield Master Fund, Ltd.
   
 
By:
LaGrange Capital Administration, L.L.C.
its Investment Manager
   
 
By:
/s/ Frank LaGrange Johnson
   
Frank LaGrange Johnson,
its Managing Member


 
LaGrange Capital Administration, L.L.C.
   
 
By:
/s/ Frank LaGrange Johnson
   
Frank LaGrange Johnson,
its Managing Member

   
/s/ Frank LaGrange Johnson
   
FRANK LAGRANGE JOHNSON
 
 
12

 
CUSIP NO. 349862300
 
SCHEDULE A

Transactions in the Shares During the Past 60 Days

Class of Security
Quantity
Purchased / (Sold)
Price Per Share ($)
Date of
Purchase / (Sale)
         
LAGRANGE CAPITAL PARTNERS, L.P.
 
Common Stock
250
 
2.3411
03/19/2010
Common Stock
125,697
 
2.7400
03/19/2010
Common Stock
70,763
 
2.8743
03/22/2010
Common Stock
14,683
 
2.9661
03/23/2010
Common Stock
14,472
 
3.0487
03/24/2010
Common Stock
7,997
 
3.0906
03/24/2010
Common Stock
25,998
 
3.0374
03/31/2010
Common Stock
136,168
 
3.5323
05/03/2010
Common Stock
8,986
 
3.6836
05/04/2010
Common Stock
19,852
 
3.8960
05/05/2010
Common Stock
9,279
 
3.6662
05/06/2010
Common Stock
32,785
 
3.9904
05/07/2010
Common Stock
92,949
 
4.0748
05/10/2010
Common Stock
12,251
 
4.3267
05/12/2010
Common Stock
53,719
 
3.6924
05/20/2010
Common Stock
14,508
 
4.1486
05/21/2010
Common Stock
38,250
 
4.1883
05/24/2010
Common Stock
58,066
 
4.5272
05/25/2010
Common Stock
127,685
 
5.0763
05/26/2010
Common Stock
65,507
 
5.0970
05/27/2010
Common Stock
126,160
 
5.0000
05/28/2010
Common Stock
26,741
 
4.9206
06/01/2010
Common Stock
10,844
 
5.1638
06/02/2010
Common Stock
3,721
 
4.5978
06/03/2010
Common Stock
9,339
 
4.9050
06/07/2010
Common Stock
5,942
 
4.6365
06/08/2010
Common Stock
14,620
 
4.5879
06/09/2010
 
LAGRANGE CAPITAL PARTNERS OFFSHORE FUND, LTD.
 
Common Stock
52
 
2.3411
03/19/2010
Common Stock
26,119
 
2.7400
03/19/2010
Common Stock
14,704
 
2.8743
03/22/2010
Common Stock
3,051
 
2.9661
03/23/2010
Common Stock
3,007
 
3.0906
03/24/2010
Common Stock
1,662
 
2.0565
03/24/2010
Common Stock
5,402
 
3.0374
03/31/2010
Common Stock
28,667
 
3.5323
05/03/2010
Common Stock
1,892
 
3.6836
05/04/2010
Common Stock
4,179
 
3.8960
05/05/2010
 
 
 

 
CUSIP NO. 349862300
 
Common Stock
1,953
 
3.6662
05/06/2010
Common Stock
6,715
 
3.9904
05/07/2010
Common Stock
19,568
 
4.0748
05/10/2010
Common Stock
2,579
 
4.3267
05/12/2010
Common Stock
11,309
 
3.6924
05/20/2010
Common Stock
3,054
 
4.1486
05/21/2010
Common Stock
8,052
 
4.1883
05/24/2010
Common Stock
12,224
 
4.5272
05/25/2010
Common Stock
26,881
 
5.0763
05/26/2010
Common Stock
13,791
 
5.0970
05/27/2010
Common Stock
26,560
 
5.0000
05/28/2010
Common Stock
5,477
 
4.9206
06/01/2010
Common Stock
2,221
 
5.1638
06/02/2010
Common Stock
3,900
 
4.5978
06/03/2010
Common Stock
1,913
 
4.9050
06/07/2010
Common Stock
1,251
 
4.6365
06/08/2010
Common Stock
2,994
 
4.5879
06/09/2010
 
LAGRANGE SPECIAL SITUATIONS YIELD MASTER FUND, LTD.
 
Common Stock
11,427
 
2.7400
03/19/2010
Common Stock
23
 
2.3411
03/19/2010
Common Stock
6,433
 
2.8743
03/22/2010
Common Stock
1,335
 
2.9661
03/23/2010
Common Stock
1,316
 
3.0487
03/24/2010
Common Stock
727
 
3.0906
03/24/2010
Common Stock
2,363
 
3.0374
03/31/2010
Common Stock
14,334
 
3.5323
05/03/2010
Common Stock
946
 
3.6836
05/04/2010
Common Stock
2,090
 
3.8960
05/05/2010
Common Stock
977
 
3.6662
05/06/2010
Common Stock
9,725
 
3.9904
05/07/2010
Common Stock
9,784
 
4.0748
05/10/2010
Common Stock
1,290
 
4.3267
05/12/2010
Common Stock
5,654
 
3.6924
05/20/2010
Common Stock
1,527
 
4.1486
05/21/2010
Common Stock
4,026
 
4.1883
05/24/2010
Common Stock
6,112
 
4.5272
05/25/2010
Common Stock
13,441
 
5.0763
05/26/2010
Common Stock
6,896
 
5.0970
05/27/2010
Common Stock
13,280
 
5.0000
05/28/2010
Common Stock
626
 
4.6365
06/08/2010
 
 
 

 
CUSIP NO. 349862300
 
SCHEDULE B
 
Directors and Officers of LaGrange Capital Partners Offshore Fund, Ltd.
 
Name and Position
 
Principal Occupation
 
Principal Business Address
 
Citizenship
             
Frank L. Johnson
Executive and Director
 
Sole member of
LaGrange Capital Management, L.L.C.
and managing member of
LaGrange Capital Administration
 
 
570 Lexington Avenue, 27th FL, NYC 10022
 
 
USA
Cary T. Marr
Executive and Director
 
Executive
 
Governors Square, Suite 4-201
23 Lime Tree Bay Avenue
West Bay, Grand Cayman
Cayman Islands
 
 
Canada
Thomas H. Davis
Executive and Director
 
Executive
 
73 Front Street
Hamilton HM 12
Bermuda
 
Bermuda
 
 
 

 
CUSIP NO. 349862300
 
SCHEDULE C
 
Directors and Officers of LaGrange Special Situations Yield Master Fund, Ltd.
 
Name and Position
 
Principal Occupation
 
Principal Business Address
 
Citizenship
             
Frank L. Johnson
Executive and Director
 
Sole member of
LaGrange Capital Management, L.L.C.
and managing member of
LaGrange Capital Administration
 
 
570 Lexington Avenue, 27th FL, NYC 10022
 
 
USA
Cary T. Marr
Executive and Director
 
Executive
 
Governors Square, Suite 4-201
23 Lime Tree Bay Avenue
West Bay, Grand Cayman
Cayman Islands
 
 
Canada
Thomas H. Davis
Executive and Director
 
Executive
 
73 Front Street
Hamilton HM 12
Bermuda
 
Bermuda

 

 
EX-99.1 2 ex991to13da607974002_061810.htm LETTER DATED MARCH 9, 2010 ex991to13da607974002_061810.htm
Exhibit 99.1
 
March 9, 2010
 
Mr. Douglas W. Sabra
Forward Industries Inc.
1801 Green Road, Suite E
Pompano Beach, FL 33064
 
Dear Doug,
 
Thank you and Jim for seeing me at the last minute.  As we discussed, I am the General Partner at LaGrange Capital Partners Onshore, Offshore and Special Situations Yield Funds.  LaGrange has been in business since 2000 and manages well over $100 million in assets.  Our flagship fund has outperformed the S&P by approximately 7.6% per annum since inception.
 
LaGrange controls just under 5% of all common shares of Forward Industries, making us the third largest holder according to Bloomberg.  To put it in perspective, we own approximately four times as many shares as the board (ex- Michael Schiffman), CEO and CFO combined.  It is also worth noting that our shares were acquired for cash in the open market.
 
As a major investor, I am very concerned about the course of action presently being taken by this board and management team.  To this end, I would like to discuss with you and the board of directors the company’s plans and LaGrange Capital’s desire for board representation as soon as possible.
 
Thank you for your time and consideration.  I look forward to hearing from you, and can be reached at 212-993-7057.
 
Sincerely,
 
/s/ Grange Johnson
 
Grange Johnson
 
CC:  John Chiste, Bruce Galloway, Fred Hamilton, Louis Lipschitz, Michael Schiffman
 
EX-99.2 3 ex992to13da607974002_061810.htm LETTER DATED JUNE 18, 2010 ex992to13da607974002_061810.htm
Exhibit 99.2
 
LAGRANGE CAPITAL PARTNERS, L.P.
570 Lexington Avenue, 27th Floor
New York, New York 10022

June 18, 2010

VIA FACSIMILE AND FEDERAL EXPRESS

Forward Industries, Inc.
1801 Green Road, Suite E
Pompano Beach, Florida 33064
Attention: Douglas Sabra

To the Members of the Board of Directors:
 
We are very disappointed with the Board’s recent actions to adopt a shareholder rights plan and certain amendments to the company’s bylaws, which increased the percentage of outstanding shares required to be held in order to call a special meeting of shareholders from 30% to 40% and improperly attempted to classify the Board, which is now subject to shareholder approval.  In our opinion, these actions were taken to entrench the Board at the expense of shareholders.  For several months now, we have tried to work cooperatively with management and the Board to reach an amicable resolution for shareholder representation on the Board with the objective of improving the quality and effectiveness of the Board while avoiding the necessity for a costly proxy contest.  Unfortunately, at this point, we h ave reached an impasse despite LaGrange’s good faith efforts.  In light of the Board’s recent actions, you have forced us to start the process to take the steps required to proceed with a consent solicitation to call a special meeting and, if successful, elect a slate of highly-qualified directors nominated by LaGrange at this special meeting.
 
As we have expressed before, among our primary concerns is the extensive decline in the company’s stock price, the deterioration of the company’s financial condition, the erosion of the company’s business, and what we perceive as an ill-timed and poorly conceived acquisition strategy.  We are also deeply concerned with the Board and senior management’s recent sell-off of almost their entire stake in the company.  We are even more perplexed by this action in light of your letter to us dated April 12, 2010, which stated the Board’s belief that the company’s stock was undervalued. How can we trust a Board and management team with no substantial vested interest in the financial performance of the company?
 
We believe the evident misalignment of interests between shareholders, on the one hand, and the Board and management, on the other, is at the heart of the company’s problems and demands immediate change at the Board level.  We look forward to meeting with you on June 24, 2010 to discuss our concerns.  As always, we remain open and willing to explore amicable terms to resolve our differences without the requirement of a special meeting of shareholders in order to create immediate, meaningful changes that will benefit every shareholder.  To be clear, our immediate goal is to reconstitute the Board so that we can advance what we believe is our common goal of growing the business and increasing shareholder value.   We hope our meeting will result in a resolution of this matter.  Rest assured we are prepared, should such efforts fail, to take all necessary steps required to align the interests of the Company with its shareholders.
 

 
Sincerely,
 
/s/ Frank LaGrange Johnson
 
Frank LaGrange Johnson


 

 
EX-99.3 4 ex993to13da607974002_061810.htm JOINT FILING AND SOLICITATION AGREEMENT ex993to13da607974002_061810.htm
Exhibit 99.3
 
JOINT FILING AND SOLICITATION AGREEMENT
 
WHEREAS, certain of the undersigned are stockholders, direct or beneficial, of Forward Industries, Inc., a New York corporation (the “Company”);
 
WHEREAS, LaGrange Capital Partners, L.P., a Delaware limited partnership (“Capital Partners”), LaGrange Capital Partners Offshore Fund, Ltd., a Cayman Islands corporation (“Capital Partners Offshore Fund”), LaGrange Special Situations Yield Master Fund, Ltd., a Cayman Islands corporation (“Special Situations Master Fund”), LaGrange Capital Management, L.L.C., a Delaware limited liability company (“Capital Management”), LaGrange Capital Administration, L.L.C., a Delaware limited liability company (“Capital Administration”) and Frank LaGrange Johnson, wish to form a group for the purpose of (i) soliciting written consents to call a special meeting of shareholders of the Company, (ii) soliciting proxies to elect any nominees designated by Capital Partners (the “Nominees 221;) as directors of the Company, (iii) taking such other actions as the parties deem advisable and (iv) taking all other action necessary or advisable to achieve the foregoing.
 
NOW, IT IS AGREED, this 18th day of June, 2010 by the parties hereto:
 
1.           In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), each of the undersigned (collectively, the “Group”) agrees to the joint filing on behalf of each of them of statements on Schedule 13D, and any amendments thereto, with respect to the securities of the Company.  Each member of the Group shall be responsible for the accuracy and completeness of his/its own disclosure therein, and is not responsible for the accuracy and completeness of the information concerning the other members, unless such member knows or has reason to know that such information is inaccurate.
 
2.           So long as this agreement is in effect, each of the undersigned shall provide written notice to Olshan Grundman Frome Rosenzweig & Wolosky LLP (“Olshan”) of (i) any of their purchases or sales of securities of the Company; or (ii) any securities of the Company over which they acquire or dispose of beneficial ownership.  Notice shall be given no later than 24 hours after each such transaction.
 
3.           Each of the undersigned agrees to form the Group for the purpose of (i) soliciting written consents to call a special meeting of shareholders of the Company, (ii) soliciting proxies to elect the Nominees as directors of the Company, (iii) taking such other actions as the parties deem advisable and (iv) taking all other action necessary or advisable to achieve the foregoing.
 
4.           Capital Partners shall have the right to pre-approve all expenses incurred in connection with the Group’s activities set forth in Section 3 and agrees to pay directly all such pre-approved expenses.
 
5.           Each of the undersigned agrees that any SEC filing, press release or stockholder communication proposed to be made or issued by the Group or any member of the Group in connection with the Group’s activities set forth in Section 3 shall be first approved by Capital Partners, or its representatives, which approval shall not be unreasonably withheld.
 
 
 

 
 
6.           The relationship of the parties hereto shall be limited to carrying on the business of the Group in accordance with the terms of this Agreement.  Such relationship shall be construed and deemed to be for the sole and limited purpose of carrying on such business as described herein.  Nothing herein shall be construed to authorize any party to act as an agent for any other party, or to create a joint venture or partnership, or to constitute an indemnification.  Nothing herein shall restrict any party’s right to purchase or sell securities of the Company, as he/it deems appropriate, in his/its sole discretion, provided that all such sales are made in compliance with all applicable securities laws.
 
7.           This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute but one and the same instrument, which may be sufficiently evidenced by one counterpart.
 
8.           In the event of any dispute arising out of the provisions of this Agreement or their investment in the Company, the parties hereto consent and submit to the exclusive jurisdiction of the Federal and State Courts in the State of New York.
 
9.           Any party hereto may terminate his/its obligations under this Agreement on 24 hours’ written notice to all other parties, with a copy by fax to Steve Wolosky at Olshan, Fax No. (212) 451-2222.
 
10.         Each party acknowledges that Olshan shall act as counsel for both the Group and Capital Partners and its affiliates relating to their investment in the Company.
 
11.         Each of the undersigned parties hereby agrees that this Agreement shall be filed as an exhibit to a Schedule 13D pursuant to Rule 13d-1(k)(1)(iii) under the Exchange Act.
 
 
2

 
 
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written.

Dated:  June 18, 2010
LaGrange Capital Partners, L.P.
   
 
By:
LaGrange Capital Management, L.L.C.
its General Partner
   
 
By:
/s/ Frank LaGrange Johnson
   
Frank LaGrange Johnson,
its sole Member


 
LaGrange Capital Management, L.L.C.
   
 
By:
/s/ Frank LaGrange Johnson
   
Frank LaGrange Johnson,
its sole Member


 
LaGrange Capital Partners Offshore Fund, Ltd.
   
 
By:
LaGrange Capital Administration, L.L.C.
its Investment Manager
   
 
By:
/s/ Frank LaGrange Johnson
   
Frank LaGrange Johnson,
its Managing Member


 
LaGrange Special Situations Yield Master Fund, Ltd.
   
 
By:
LaGrange Capital Administration, L.L.C.
its Investment Manager
   
 
By:
/s/ Frank LaGrange Johnson
   
Frank LaGrange Johnson,
its Managing Member


 
LaGrange Capital Administration, L.L.C.
   
 
By:
/s/ Frank LaGrange Johnson
   
Frank LaGrange Johnson,
its Managing Member

   
/s/ Frank LaGrange Johnson
   
FRANK LAGRANGE JOHNSON
 
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