0001325533-15-000013.txt : 20151223 0001325533-15-000013.hdr.sgml : 20151223 20151223164448 ACCESSION NUMBER: 0001325533-15-000013 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20151223 DATE AS OF CHANGE: 20151223 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SMTC CORP CENTRAL INDEX KEY: 0001108320 STANDARD INDUSTRIAL CLASSIFICATION: PRINTED CIRCUIT BOARDS [3672] IRS NUMBER: 980197680 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-60537 FILM NUMBER: 151306257 BUSINESS ADDRESS: STREET 1: 635 HOOD ROAD STREET 2: MARKHAM CITY: ONTARIO CANADA STATE: CA ZIP: L3R 4N6 BUSINESS PHONE: 9054791810 MAIL ADDRESS: STREET 1: 2302 TRADE ZONE BLVD CITY: SAN JOSE STATE: CA ZIP: 95131 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Red Oak Partners, LLC CENTRAL INDEX KEY: 0001325533 IRS NUMBER: 020673129 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1969 SW 17TH STREET CITY: BOCA RATON STATE: FL ZIP: 33486 BUSINESS PHONE: 212-614-8952 MAIL ADDRESS: STREET 1: 1969 SW 17TH STREET CITY: BOCA RATON STATE: FL ZIP: 33486 SC 13D/A 1 smtx201512213da8.htm MacPac 8.0 Normal template


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


SCHEDULE 13D


Under the Securities Exchange Act of 1934

(Amendment No.  8)*


SMTC Corporation

(Name of Issuer)


Common Stock, $0.01 Par Value

(Title of Class of Securities)


832682207

(CUSIP Number)


RED OAK PARTNERS, LLC

Attn: David Sandberg

1969 SW 17th St.

Boca Raton, FL 33486

(212) 614-8952

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



                                       December 21, 2015                                    

(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), 13d-1(f) or 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 (“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. 832682207




1

NAME OF REPORTING PERSONS

David Sandberg

2

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

(a) ☐
(b) ☐

3

SEC USE ONLY


4

SOURCE OF FUNDS (See Instructions)

AF

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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

8

SHARED VOTING POWER

2,806,912

9

SOLE DISPOSITIVE POWER

10

SHARED DISPOSITIVE POWER

2,806,912

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,806,912

12

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

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

       17.10%1

14

TYPE OF REPORTING PERSON (See Instructions)

IN


1

Based on 16,417,276 shares of common stock of SMTC Corporation outstanding on October 26, 2015, as reported in SMTC Corporation’s Quarterly Report on Form 10-Q for the quarter ended September 27, 2015 filed with the Securities and Exchange Commission on October 28, 2015.





CUSIP No. 832682207




1

NAME OF REPORTING PERSONS

Red Oak Partners, LLC

2

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

(a) ☐
(b) ☐

3

SEC USE ONLY


4

SOURCE OF FUNDS (See Instructions)

AF

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Florida

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

7

SOLE VOTING POWER

8

SHARED VOTING POWER

2,157,956

9

SOLE DISPOSITIVE POWER

10

SHARED DISPOSITIVE POWER

2,157,956

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,157,956

12

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

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

13.14%1

14

TYPE OF REPORTING PERSON (See Instructions)

OO





CUSIP No. 832682207




1

NAME OF REPORTING PERSON


The Red Oak Fund, L.P.

2

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

(a) ☐
(b) ☐

3

SEC USE ONLY


4

SOURCE OF FUNDS (See Instructions)

WC

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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

8

SHARED VOTING POWER

1,088,470

9

SOLE DISPOSITIVE POWER

10

SHARED DISPOSITIVE POWER

1,088,470

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,088,470

12

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

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

6.63%1

14

TYPE OF REPORTING PERSON (See Instructions)

PN










1

NAME OF REPORTING PERSON


The Red Oak Long Fund, L.P.

2

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

(a) ☐
(b) ☐

3

SEC USE ONLY


4

SOURCE OF FUNDS (See Instructions)

WC

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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

8

SHARED VOTING POWER

523,6791

9

SOLE DISPOSITIVE POWER

10

SHARED DISPOSITIVE POWER

523,6791

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

523,6791

12

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

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

3.19%1

14

TYPE OF REPORTING PERSON (See Instructions)

PN






1

NAME OF REPORTING PERSON


The Red Oak Institutional Founders Long Fund, L.P.

2

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

(a) ☐
(b) ☐

3

SEC USE ONLY


4

SOURCE OF FUNDS (See Instructions)

WC

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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

8

SHARED VOTING POWER

36,4801

9

SOLE DISPOSITIVE POWER

10

SHARED DISPOSITIVE POWER

36,4801

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

36,4801

12

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

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.22%1

14

TYPE OF REPORTING PERSON (See Instructions)

PN






CUSIP No. 832682207




1

NAME OF REPORTING PERSON


Pinnacle Capital Partners, LLC

2

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

(a) ☐
(b) ☐

3

SEC USE ONLY


4

SOURCE OF FUNDS (See Instructions)

AF

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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

8

SHARED VOTING POWER

501,308

9

SOLE DISPOSITIVE POWER

10

SHARED DISPOSITIVE POWER

501,308

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

501,308

12

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

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

3.05%1

14

TYPE OF REPORTING PERSON (See Instructions)

OO


 












CUSIP No. 832682207




1

NAME OF REPORTING PERSON


Pinnacle Opportunities Fund, LP

2

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

(a) ☐
(b) ☐

3

SEC USE ONLY


4

SOURCE OF FUNDS (See Instructions)

WC

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Colorado

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

7

SOLE VOTING POWER

8

SHARED VOTING POWER

501,308

9

SOLE DISPOSITIVE POWER

10

SHARED DISPOSITIVE POWER

501,308

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

501,308

12

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

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

3.05%1

14

TYPE OF REPORTING PERSON (See Instructions)

PN










1

NAME OF REPORTING PERSON


Wolverine Trading LLC

2

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

(a) ☐
(b) ☐

3

SEC USE ONLY


4

SOURCE OF FUNDS (See Instructions)

WC

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Illinois

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

7

SOLE VOTING POWER

8

SHARED VOTING POWER

8,0191

9

SOLE DISPOSITIVE POWER

10

SHARED DISPOSITIVE POWER

8,0191

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

8,0191

12

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

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.05%1

14

TYPE OF REPORTING PERSON (See Instructions)

OO









This Amendment No. 8 (“Amendment No. 8”) to Schedule 13D amends and supplements the statement on Schedule 13D originally filed by Red Oak Partners, LLC (the “Reporting Persons”) on February 4, 2009, as amended by amendments 1 through 7 (as amended, the “Schedule 13D”) relating to the common stock, par value $.01 per share (the “Common Stock”), of SMTC Corporation, a Delaware corporation (the “Issuer”).  The principal executive offices of the Issuer are located at 635 Hood Road, Markham, Ontario, Canada L3R 4NR.  Except as specifically amended and supplemented by this Amendment No. 8, all other provision of the Schedule 13D remain in full force and effect.  Unless otherwise indicated, each capitalized term used but not defined herein shall have the meaning assigned to such term in the Schedule 13D.

Item 2. Identity and Background.

(a)-(c) and (f) The names of the persons filing this Statement (the “Reporting Persons”) are:

The Red Oak Fund, LP, a Delaware limited partnership (“Red Oak Fund”);


The Red Oak Long Fund, LP, a Delaware limited partnership (“Red Oak Long Fund”);


The Red Oak Institutional Founders Long Fund, LP, a Delaware limited partnership (“Red Oak Founders Fund”);


Pinnacle Opportunities Fund, LP, a Delaware limited partnership (“Pinnacle Fund”);


Red Oak Partners, LLC, a Florida limited liability company (“Red Oak Partners”);


Pinnacle Capital Partners, LLC, a Florida limited liability company (“Pinnacle Capital Partners”); and


Wolverine Trading LLC, an Illinois limited liability company (“Wolverine Trading”); and


David Sandberg, a United States citizen.


This Statement is being filed by David Sandberg, the controlling member of Red Oak Partners, which manages each of Red Oak Fund, Red Oak Founders Fund, Red Oak Long Fund and Pinnacle Fund (each a “Fund” and, collectively, the “Funds”). The Funds are private investment vehicles formed for the purpose of investing and trading in a wide variety of securities and financial instruments. The Funds directly own the shares as reported in this Statement.  In addition, Red Oak Partners has discretionary trading and voting authority over shares held in a separate managed account held by Wolverine Trading LLC (“Wolverine”).  Each of the filers hereto disclaims beneficial ownership with respect to any shares other than shares owned directly by such filer.

The principal office or business address of the Red Oak Fund, Red Oak Founders Fund, Red Oak Long Fund, Red Oak Partners, Pinnacle Capital Partners, Pinnacle Fund and David Sandberg is 1969 SW 17th St., Boca Raton, FL 33486.  The principal office or business address of Wolverine Trading is 175 W. Jackson Blvd., Suite 200, Chicago, IL 60604.

 (d)-(e)

During the last five years, none of the Reporting Persons have been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a 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.

Item 4.  Purpose of Transaction.

The Reporting Persons will review their investments in the Common Stock from time to time, and, subject to applicable law and regulation and depending upon certain factors, including, without limitation, the financial performance of the Issuer, the availability and price of the Common Stock or other securities related to the Issuer, and other general market and investment conditions, the Reporting Persons may determine to:


·

acquire additional Common Stock through open market purchases or otherwise;

·

sell Common Stock through the open market or otherwise; or

·

otherwise engage or participate in a transaction with the purpose or effect of changing or influencing the control of the Company.


Such transactions may take place at any time and without prior notice.  There can be no assurance, however, that any Reporting Person will take any such actions.


Item 5.  Interest in Securities of the Issuer.

(a)

The aggregate percentage of the Company’s outstanding shares of Common Stock reported owned by each Reporting Person is based on 16,417,276 shares of common stock of SMTC Corporation outstanding on October 26, 2015, as reported in SMTC Corporation’s Quarterly Report on Form 10-Q for the quarter ended September 27, 2015 filed with the Securities and Exchange Commission on October 28, 2015. Each Reporting Person disclaims beneficial ownership with respect to any shares of Common Stock other than the shares owned directly and of record by such Reporting Person.


Red Oak Partners beneficially owns 2,157,956 shares of Common Stock, representing 13.14% of all the outstanding shares of Common Stock.  The Funds are each controlled by Red Oak Partners.  Therefore, Red Oak Partners may be deemed to beneficially own (i) the 1,088,470 shares of Common Stock held by Red Oak Fund, (ii) the 523,679 shares of Common Stock held by Red Oak Long Fund, (iii) the 36,480 shares of Common Stock held by Red Oak Founders Fund, (iv) the 501,308 shares of Common Stock held by Pinnacle Fund, and (v) the 8,019 shares of Common Stock held by Wolverine Trading.  Red Oak Partners has discretionary trading and voting authority over shares held by Wolverine.


Mr. Sandberg beneficially owns 2,806,912 shares of Common Stock, representing 17.10% of all the outstanding shares of Common Stock.  Mr. Sandberg, as the managing member of Red Oak Partners, also may be deemed to beneficially own the 2,157,956 shares of Common Stock beneficially owned by Red Oak Partners through the Funds and Wolverine Trading.  Mr. Sandberg directly owns 648,956 share shares of Common Stock, representing 3.95% of all the outstanding shares of Common Stock.


Red Oak Fund may be deemed to beneficially own 1,088,470 shares of Common Stock, representing 6.63% of all the outstanding shares of Common Stock.  Red Oak Long Fund may be deemed to beneficially own 523,679 shares of Common Stock, representing 3.19% of all the outstanding shares of Common Stock.  Red Oak Founders Fund may be deemed to beneficially own 36,480 shares of Common Stock, representing 0.22% of all the outstanding shares of Common Stock.  Pinnacle Fund may be deemed to beneficially own 501,308 shares of Common Stock, representing 3.05% of all the outstanding shares of Common Stock.  Wolverine Trading may be deemed to beneficially own 8,019 shares of Common Stock, representing 0.05% of all the outstanding shares of Common Stock.


(b)

Mr. Sandberg may be deemed to have shared voting and dispositive power with respect to (i) the 648,956 shares of Common Stock held directly by Mr. Sandberg, (ii) the 1,088,470 shares of Common Stock held by Red Oak Fund,  (iii) the 36,480 shares of Common Stock held by Red Oak Founders Fund, (iv) the 523,679 shares of Common Stock held by Red Oak Long Fund, (v) the 501,308 shares of Common Stock held by Pinnacle Fund, and (vi) the 8,019 shares of Common Stock held by Wolverine Trading.  No Fund shares with any other Fund voting or dispositive power with respect to the shares such Fund beneficially owns.


(c)

Transactions by the Reporting Persons effected in Common Stock that have taken place in the last sixty days are as follows:


Name

Date

Buy/Sell

Quantity

Price

Wolverine Trading LLC

12/14/2015

Buy

       5,651.00

1.475

Red Oak Institutional Founders Long Fund, L.P.

12/14/2015

Buy

     25,706.00

1.475

Wolverine Trading LLC

12/16/2015

Buy

       1,726.00

1.455

Red Oak Institutional Founders Long Fund, L.P.

12/16/2015

Buy

       7,853.00

1.455

Wolverine Trading LLC

12/21/2015

Buy

           642.00

1.449

Red Oak Institutional Founders Long Fund, L.P.

12/21/2015

Buy

       2,921.00

1.449


(d)

Not applicable.


(e)

Not applicable.







SIGNATURE

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

Dated: December 23, 2015


By:

/s/ David Sandberg

Name:

David Sandberg



RED OAK PARTNERS, LLC


By:

/s/ David Sandberg

Name:

David Sandberg

Title:

Managing Member


THE RED OAK FUND, L.P.


By:

RED OAK PARTNERS, LLC,

its general partner


By:

/s/ David Sandberg

Name:

David Sandberg

Title:

Managing Member


THE RED OAK INSTITUTIONAL FOUNDERS LONG FUND, L.P.


By:

RED OAK PARTNERS, LLC,

its general partner


By:

/s/ David Sandberg

Name:

David Sandberg

Title:

Managing Member


THE RED OAK LONG FUND, L.P.


By:

RED OAK PARTNERS, LLC,

its general partner


By:

/s/ David Sandberg

Name:

David Sandberg

Title:

Managing Member


PINNACLE CAPITAL PARTNERS, LLC


By:

RED OAK PARTNERS, LLC,

its managing member


By:

/s/ David Sandberg

Name:

David Sandberg

Title:

Managing Member


PINNACLE OPPORTUNITIES FUND, LP


By:

PINNACLE CAPITAL PARTNERS, LLC,

its general partner


By:

/s/ David Sandberg

Name:

David Sandberg

Title:

Managing Member


WOLVERINE TRADING LLC


By:

RED OAK PARTNERS, LLC,

its investment manager


By:

/s/ David Sandberg

Name:

David Sandberg

Title:

Managing Member


Footnotes

1