0001144204-12-021529.txt : 20120413 0001144204-12-021529.hdr.sgml : 20120413 20120413162702 ACCESSION NUMBER: 0001144204-12-021529 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120413 DATE AS OF CHANGE: 20120413 GROUP MEMBERS: DANIEL H. ABRAMOWITZ GROUP MEMBERS: HILLSON FINANCIAL MANAGEMENT, INC. GROUP MEMBERS: HILLSON INVESTMENTS LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Orchids Paper Products CO /DE CENTRAL INDEX KEY: 0001324189 STANDARD INDUSTRIAL CLASSIFICATION: PAPER MILLS [2621] IRS NUMBER: 232956944 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81587 FILM NUMBER: 12758972 BUSINESS ADDRESS: STREET 1: 4826 HUNT STREET CITY: PRYOR STATE: OK ZIP: 74361 BUSINESS PHONE: 918-825-0616 MAIL ADDRESS: STREET 1: 4826 HUNT STREET CITY: PRYOR STATE: OK ZIP: 74361 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HILLSON PARTNERS LP CENTRAL INDEX KEY: 0000880227 IRS NUMBER: 521739411 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 110 NORTH WASHINGTON STREET, SUITE #401 CITY: ROCKVILLE STATE: MD ZIP: 20850 BUSINESS PHONE: 3013400003 MAIL ADDRESS: STREET 1: 110 NORTH WASHINGTON STREET, SUITE #401 CITY: ROCKVILLE STATE: MD ZIP: 20850 FORMER COMPANY: FORMER CONFORMED NAME: HILLSON PARTNERS LIMITED PARTNERSHIP DATE OF NAME CHANGE: 20110209 FORMER COMPANY: FORMER CONFORMED NAME: HILLSON PARTNERS LP DATE OF NAME CHANGE: 20090113 FORMER COMPANY: FORMER CONFORMED NAME: HILLSON PARTNERS LLLP DATE OF NAME CHANGE: 20060321 SC 13D/A 1 v309373_sc13da.htm FORM SC 13D/A

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

Orchids Paper Products Company

(Name of Issuer)

 

Common Stock, par value $.001 per share

(Title of Class of Securities)

 

68572N104

(CUSIP Number)

 

Daniel H. Abramowitz

Hillson Partners LP

110 North Washington Street, Suite 401

Rockville, MD 20850

(301) 340-0003

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

 April 10, 2012

(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 Rule 13d-1(e), Rule 13d-1(f) or Rule 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 Rule 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 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).

 

 
 

  

 

1

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

 

Hillson Partners LP

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ¨

(b) ¨

 

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

 

0
  8

SHARED VOTING POWER

 

419,502
  9

SOLE DISPOSITIVE POWER

 

0
  10

SHARED DISPOSITIVE POWER

 

419,502

 

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

419,502

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES

     ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

5.6%*

14

TYPE OF REPORTING PERSON

 

PN

 

 

 

 

 

 

 

* Based on 7,533,975 shares of common stock outstanding, as set forth in the Issuer’s definitive proxy statement for its 2012 annual meeting of stockholders, filed on April 10, 2012.

 

Page 2 of 8 Pages
 

 

1

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

 

Hillson Financial Management, Inc.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ¨

(b) ¨

 

3

SEC USE ONLY

 

4

SOURCE OF FUNDS

 

AF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED

PURSUANT TO ITEM 2(d) or 2(e)

 

¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Maryland

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

7

SOLE VOTING POWER

 

0
  8

SHARED VOTING POWER

 

419,502
  9

SOLE DISPOSITIVE POWER

 

0
  10

SHARED DISPOSITIVE POWER

 

419,502

 

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

419,502

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES

     ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

5.6%*

14

TYPE OF REPORTING PERSON

 

CO

 

 * Based on 7,533,975 shares of common stock outstanding, as set forth in the Issuer’s definitive proxy statement for its 2012 annual meeting of stockholders, filed on April 10, 2012.

 

Page 3 of 8 Pages
 

 

 

 

 

1

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

 

Hillson Investments LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ¨

(b) ¨

 

3

SEC USE ONLY

 

4

SOURCE OF FUNDS

 

AF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED

PURSUANT TO ITEM 2(d) or 2(e)

 

¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Maryland

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

7

SOLE VOTING POWER

 

0
  8

SHARED VOTING POWER

 

419,502
  9

SOLE DISPOSITIVE POWER

 

0
  10

SHARED DISPOSITIVE POWER

 

419,502

 

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

419,502

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES

     ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

5.6%*

14

TYPE OF REPORTING PERSON

 

OO

 

* Based on 7,533,975 shares of common stock outstanding, as set forth in the Issuer’s definitive proxy statement for its 2012 annual meeting of stockholders, filed on April 10, 2012.

 

Page 4 of 8 Pages
 

 

 

1

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

 

Daniel H. Abramowitz

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ¨

(b) ¨

 

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

 

USA

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

7

SOLE VOTING POWER

 

0
  8

SHARED VOTING POWER

 

419,502
  9

SOLE DISPOSITIVE POWER

 

0
  10

SHARED DISPOSITIVE POWER

 

419,502

 

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

419,502

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES

     ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

5.6%

14

TYPE OF REPORTING PERSON

 

IN

 

Based on 7,533,975 shares of common stock outstanding, as set forth in the Issuer’s definitive proxy statement for its 2012 annual meeting of stockholders, filed on April 10, 2012.

 

Page 5 of 8 Pages
 

 

Hillson Partners LP, Hillson Financial Management, Inc. (“HFM”), Hillson Investments LLC (“Investments”), and Daniel H. Abramowitz (“Abramowitz” and, collectively with Hillson Partners LP, HFM and Investments, the “Reporting Persons”) are jointly filing this Amendment No. 1 relating to the Statement of Beneficial Ownership on Schedule 13D, as filed with the Securities and Exchange Commission (the “Commission”) on June 17, 2010 (the “Schedule 13D”).

 

Except as set forth below, all Items of the Schedule 13D remain unchanged. All capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Schedule 13D.

 

Item 4.Purpose of Transaction.

 

Item 4 of the Schedule 13D is hereby amended to add the following information:

 

On April 10, 2012, the Issuer filed a definitive proxy statement (the “Proxy Statement”) for its 2012 annual meeting of stockholders to be held on May 17, 2012 (the “Annual Meeting”). At the request of Hillson Partners LP, the Issuer included in the Proxy Statement a shareholder proposal that was provided to the Issuer by Hillson Partners LP (the “Shareholder Proposal”). The Shareholder Proposal seeks to amend the Issuer’s Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws to permit holders of at least 10% of the Issuer’s voting power to call a special meeting of the Issuer’s stockholders. The Proxy Statement also includes the following supporting statement provided by Hillson Partners LP:

 

“Special meetings allow shareholders to vote on important matters, such as electing new directors that can arise between annual meetings. If Shareowners cannot call special meetings, management may become insulated and investor returns may suffer. Shareowner input on the timing of shareowner meetings is especially important during a major restructuring, for example, when events unfold quickly and issues may become moot by the next annual meeting. This proposal does not impact our Board’s current power to call a special meeting,

 

This proposal topic won more than 60% support at the following companies: CVS Caremark, Sprint Nextel, Safeway, Motorola, and R. R. Donnelley.

 

This Special Shareowner Meeting proposal, if adopted, would correct a current weakness in our company’s corporate governance status. Currently, the executive officers and Board members, collectively, own less than 5% of the total outstanding shares of our common stock (not including shares issuable upon the exercise of stock options). Yet only the Board, the President and CEO, or the Chairman currently has the right to call a special meeting of the stockholders. Giving shareholders with at least a 10% ownership interest the right to call a special meeting would greatly improve our corporate governance status and further align the interests of shareholders, Management and the Board.

 

Please encourage our board to respond favorably to this proposal to initiate the improved corporate governance that we deserve.”

 

Page 6 of 8 Pages
 

 

The Shareholder Proposal is described more fully in the Proxy Statement. The Reporting Persons intend to vote all of their shares of Common Stock in favor of the Shareholder Proposal.

 

Item 5.Interest in Securities of the Issuer.

 

Item 5 of the Schedule 13D is hereby amended to add the following information:

 

As of the date hereof, Hillson, HFM, Investments and Abramowitz may each be deemed to be the beneficial owner of 419,502 shares of Common Stock, or approximately 5.6% of the Common Stock outstanding, and also may be deemed to have shared power to vote or direct the vote of, and shared power to dispose or direct the disposition of, such shares (all of which shares are held directly by Hillson).

 

Except as described in the preceding paragraph, the filing of this statement by HFM, Investments and Abramowitz shall not be construed as an admission that any of such parties is, for the purpose of Section 13(d) or 13(g) of the Exchange Act, the beneficial owner of any of the shares of Common Stock described in this statement.

 

All of the percentages calculated in this statement are based upon an aggregate of 7,533,975 shares of Common Stock outstanding as of the date hereof, as set forth in the Proxy Statement.

 

Item 7.Material to be Filed as Exhibits
   
Exhibit 1Joint Filing Agreement (incorporated by reference to Exhibit 1 to the Schedule 13D). 

  

Page 7 of 8 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.

 

April 13, 2012

 

  HILLSON PARTNERS LP
     
  By: Hillson Financial Management, Inc.
  Its: General Partner
     
  By: /s/ Daniel H. Abramowitz
    Name: Daniel H. Abramowitz
    Title: President
     
  HILLSON FINANCIAL MANAGEMENT, INC.
     
  By: /s/ Daniel H. Abramowitz
    Name: Daniel H. Abramowitz
    Title: President
     
  HILLSON INVESTMENTS LLC
     
  By: /s/ Daniel H. Abramowitz
    Name: Daniel H. Abramowitz
    Title: Member
     
  By: /s/ Daniel H. Abramowitz
  DANIEL H. ABRAMOWITZ

 

Page 8 of 8 Pages