UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549
	SCHEDULE 13D

 

Under the Securities Exchange Act of 1934
(Amendment No. 3)

 

(Name of Issuer)

 

(Title of Class of Securities)

 

(CUSIP Number)

 

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

 

(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 o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule including all exhibits. See Rule 13d-7(b) 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).

 

 

 

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This Amendment No. 3 (this “Amendment”) amends and supplements the Schedule 13D (the “Schedule 13D”) filed October 18, 2012 (as amended by Amendment No. 1 thereto, filed December 11, 2012, and Amendment No. 2 thereto, filed April 5, 2013), by and on behalf of P2 Capital Master Fund I, L.P., a Cayman Islands exempted limited partnership (“Master Fund I”), P2 Capital Master Fund V, L.P., a Delaware limited partnership (“Master Fund V”), P2 Capital Master Fund VI, L.P., a Delaware limited partnership (“Master Fund VI”), P2 Capital Master Fund VIII, LLC, a Delaware limited liability company (“Master Fund VIII”, together with Master Fund I, Master Fund V and Master Fund VI, the “Funds”), P2 Capital Partners, LLC, a Delaware limited liability company (the “Manager”) and Claus Moller, a citizen of Denmark (all the preceding persons are the “Reporting Persons”).  Information reported in the Schedule 13D remains in effect except to the extent that it is amended, restated or superseded by information contained in this Amendment.  Capitalized terms used herein but not otherwise defined in this Amendment shall have the meaning ascribed to them in the Schedule 13D.

 

Item 3.  Source and Amount of Funds or Other Consideration.

 

Item 3 is hereby amended and replaced by the following:

 

The source of funds for the purchase of Shares reported on herein was cash on hand and the general working capital of the respective purchasers, which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business.  Securities positions which may be held in the margin accounts, including the Shares, may be pledged as collateral security for the repayment of debit balances in the margin accounts.

 

As of April 22, 2013, Master Fund I had invested $18,807,976 (excluding brokerage commissions) in the Shares of the Issuer, Master Fund V had invested $24,212,442 (excluding brokerage commissions) in the Shares of the Issuer, Master Fund VI had invested $31,480,642 (excluding brokerage commissions) in the Shares of the Issuer and Master Fund VIII had invested $84,726,224 (excluding brokerage commissions) in the Shares of the Issuer.

 

Item 4.  Purpose of Transaction.

 

Item 4 is hereby amended and replaced by the following:

 

The Reporting Persons acquired their beneficial ownership of the Shares in order to obtain a significant equity position in the Issuer.  Consistent with their investment purpose, the Reporting Persons have had or may in the future have discussions with management, members of the board of directors of the Issuer (the “Board”) and other shareholders and may make suggestions and give advice to the Issuer regarding measures and changes that would maximize shareholder value.  Such discussions and advice may concern the Issuer’s operations, capital structure, strategic and extraordinary transactions, management and governance and other matters that the Reporting Persons deem relevant to their investment in the Issuer.

 

The Manager has entered into a Letter Agreement, dated April 22, 2013, with the Issuer (the “Letter Agreement”).  The following description of the Letter Agreement is qualified in its entirety by reference to the Letter Agreement, which is attached as Exhibit 99.2 hereto and is incorporated herein by reference.

 

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Pursuant to the terms of the Letter Agreement, the Issuer has agreed, among other things, (i) to appoint Josh Paulson, an executive with the Manager, to the Board as a class “C” director with a term expiring in June 2015; (ii) to consider the appointment of Mr. Paulson to one or more committees of the Board by no later than the June 2013 meeting of the Board; (iii) that if, during the term of the Letter Agreement, Mr. Paulson is unable to serve as a director, resigns as a director or is removed as a director (other than as a result of any transaction or transactions that result in the Manager and its affiliates collectively beneficially owning less than 5% of the then outstanding Common Stock of the Issuer), the Manager will have the ability to recommend the managing member or a partner of the Manager or one of its affiliates to fill the resulting vacancy, subject to certain conditions; and (iv) to enter into a registration rights agreement with the Manager pursuant to which the Issuer will agree that, subject to certain limitations, the Manager shall have the right to require the Issuer (A) to register the resale by the Manager of the Shares beneficially owned by the Manager and its affiliates prior to the date of the Letter Agreement under the U.S. Securities Act of 1933 (the “Securities Act”), subject to certain conditions, and (B) to use commercially reasonable efforts to include such Shares in any registration of its Common Stock under the Securities Act (subject to customary exclusions) either for its own account or for the account of any of its shareholders.

 

Pursuant to the terms of the Letter Agreement, the Manager has agreed, among other things, (i) that if, at any time during Mr. Paulson’s term as a director of the Issuer, the Manager or any of its affiliates effects a transaction or transactions that result in the Manager and its affiliates collectively beneficially owning less than 5% of the then outstanding Common Stock of the Issuer, the Manager will cause Mr. Paulson to offer to resign from the Board; (ii) that the Manager and its affiliates will vote all voting securities that they are entitled to vote at the Issuer’s 2013 and 2014 annual meetings of the shareholders in favor of the election of each of the Board’s nominees and against any competing nominees and in accordance with the recommendation of the Board on any shareholder proposal; (iii) that, until the close of the 2014 shareholders meeting, neither the Manager nor its affiliates will (A) except as described above, seek election of, or seek to place, any person (other than a person approved by the Board) on the Board or seek the removal of any Board member, (B) initiate, propose or otherwise solicit shareholders for the approval of any shareholder proposals with respect to the Issuer or (C) disclose a plan or intention inconsistent with the foregoing; and (iv) that the Manager will be responsible for any breach of the foregoing agreements by any of its affiliates.

 

The Reporting Persons may at any time acquire additional Shares of the Issuer or dispose of any or all of their Shares in the open market or otherwise or engage in any hedging or similar transactions with respect to the Shares, depending on their ongoing evaluation of their investment in the Shares, prevailing market conditions, other investment opportunities and/or other investment considerations.

 

Except as otherwise set forth above in this Item 4, none of the Reporting Persons have any present plans or proposals that relate to or would result in any of the actions specified in clauses (a) through (j) of the instructions to Item 4 of Schedule 13D.

 

Item 5.  Interest in Securities of Issuer.

 

Item 5 is hereby amended and replaced by the following:

 

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(a), (b):  The responses of the Reporting Persons to Rows (7) through (13) of the cover pages of this Statement on Schedule 13D are incorporated herein by reference.  As of the close of business on April 22, 2013, Master Fund I beneficially owned an aggregate of 1,338,626 Shares, representing approximately 1.3% of the outstanding Shares, Master Fund V beneficially owned an aggregate of 1,579,500 Shares, representing approximately 1.5% of the outstanding Shares, Master Fund VI beneficially owned an aggregate of 2,225,903 Shares, representing approximately 2.1% of the outstanding Shares and Master Fund VIII beneficially owned an aggregate of 6,129,185 Shares, representing approximately 5.9% of the outstanding Shares.  As of the close of business on April 22, 2013, each of the Manager and Mr. Moller may be deemed to beneficially own 11,273,214 Shares of Common Stock, in the aggregate, which represented approximately 10.8% of the outstanding Shares.  All percentages set forth in this paragraph are based on 103,961,646 Shares of Common Stock outstanding (as of March 27, 2013), which number of Shares of Common Stock is based upon the Issuer’s Report on Form 10-K filed on April 1, 2013 for the fiscal year ended January 31, 2013.

 

Each of the Funds is the direct owner of the Shares reported owned by it.  For purposes of disclosing the number of Shares beneficially owned by each of the Reporting Persons, the Manager, as investment manager of the Funds, and Mr. Moller, as managing member of the Manager, may be deemed to own beneficially (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934) all Shares that are owned beneficially or directly by the Funds.  Each of the Manager and Mr. Moller disclaims beneficial ownership of such Shares for all other purposes.  Each of the Funds disclaims beneficial ownership of the Shares held directly by any of the other Funds.

 

(c) Except as set forth above or in Schedule I hereto, no Reporting Person has effected any transaction in Shares since the date of the filing of the Schedule 13D.

 

(d) Not applicable.

 

(e) Not applicable.

 

Item 6.  Contracts, Arrangements, Understandings, and Relationships with Respect to Securities of the Issuer.

 

Item 6 is hereby amended and replaced by the following:

 

On April 22, 2013, the Manager and the Issuer entered into a Letter Agreement defined and described in Item 4 above and attached hereto as Exhibit 99.2.

 

Except as set forth herein, there are no contracts, arrangements, understandings or relationships among the persons named in Item 2 or between such persons and any other person with respect to the Shares.

 

Item 7.  Material to be Filed as Exhibits.

 

Item 7 is hereby amended to include the following exhibit.

 

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Exhibit 99.2: Letter Agreement between P2 Capital Partners, LLC and UTi Worldwide Inc., dated April 22, 2013.

 

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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.

 

Date: April 22, 2013

 

P2 CAPITAL MASTER FUND I, L.P.			P2 CAPITAL MASTER FUND V, L.P.
By:	P2 Capital Partners, LLC,		By:	P2 Capital Partners, LLC,
	as Investment Manager			as Investment Manager
By:	s/Claus Moller		By:	s/Claus Moller
	Name: Claus Moller			Name: Claus Moller
	Title: Managing Member			Title: Managing Member
P2 CAPITAL MASTER FUND VI, L.P.			P2 CAPITAL MASTER FUND VIII, LLC
By:	P2 Capital Partners, LLC,		By:	P2 Capital Partners, LLC,
	as Investment Manager			as Investment Manager
By:	s/Claus Moller		By:	s/Claus Moller
	Name: Claus Moller			Name: Claus Moller
	Title: Managing Member			Title: Managing Member
P2 CAPITAL PARTNERS, LLC			CLAUS MOLLER
By:	s/Claus Moller			s/ Claus Moller
	Name: Claus Moller
	Title: Managing Member

 

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Schedule I

 

TRANSACTIONS SINCE THE LAST FILING BY THE REPORTING PERSONS

 

The following table sets forth all transactions with respect to Shares of the Issuer’s Common Stock effected by any of the Reporting Persons since the date of the filing of Amendment No. 2 to this Schedule 13D (including the date of such filing).  The transaction occurred on the open market and the reported price per share excludes brokerage commissions.

 

Shares Purchased/(Sold) by Manager on behalf of Master Fund VIII

 

Number of Shares Purchased/(Sold)		Price Per Share		Date
225,300		14.3747		4/5/2013

 

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Exhibit 99.2

 

EXECUTION VERSION

 

UTi Worldwide Inc.

9 Columbus Centre, Pelican Drive

Road Town, Tortola

British Virgin Islands

 

April 22, 2013

 

P2 Capital Partners, LLC

590 Madison Avenue, 25th Floor

New York, NY 10022

 

Letter Agreement

 

P2 Capital Partners, LLC (“P2 Capital”) and UTi Worldwide Inc. (“UTi”) have been discussing terms under which Josh Paulson, an executive with P2 Capital (the “Candidate”), would be appointed to the Board of Directors (the “Board”) of UTi.

 

In accordance with our recent discussions, this letter agreement sets forth certain understandings among the parties in connection with the appointment of the Candidate to the Board.

 

In connection with the foregoing, the parties agree as follows:

 

1.             UTi agrees that:

 

a.             at a Board meeting in April 2013, subject to satisfactory completion of a director questionnaire and standard background check, the Board will appoint the Candidate as a class “C” director of UTi, with a term expiring in June 2015;

 

b.             UTi agrees that following the appointment of the Candidate to the Board, the Board will, no later than the June 2013 meeting of the Board and upon the Candidate’s request, consider the appointment of the Candidate to one or more committees of the Board, such as the Risk Committee and the Compensation Committee; and

 

c.             it will enter into a registration rights agreement with P2 Capital pursuant to which UTi will agree that, subject to customary limitations with respect to blackout periods and, in the case of clause (ii) below, cutbacks, P2 Capital shall have the right to require UTi (i) to register the resale by P2 Capital of Registrable Securities under the Securities Act by means of a Shelf Registration Statement, provided that P2 Capital shall not be permitted to request UTi to file or cause to be effective more than two Shelf Registration Statements  (but this shall not limit the number of brokerage-type takedowns off any Shelf Registration Statement) and, provided further, that UTi shall not be required to participate in any underwritten offering, undertake any marketing efforts or otherwise cooperate in connection with the offer and sale of the Registrable Securities other than the filing of the applicable Shelf Registration Statement and other administrative matters incidental thereto; and (ii) to use commercially reasonable efforts to include the

 

 

Registrable Securities in any registration of its ordinary shares under the Securities Act (subject to customary exclusions) either for its own account or for the account of any of its shareholders.  This registration rights agreement will contain other customary terms not inconsistent with the foregoing.

 

d.             If, prior to the expiration of the Candidate’s initial term, the Candidate is unable to serve as a director on behalf of P2, resigns as a director of UTi or is removed as a director of UTi (other than as a result of Section 2(a) below), P2 shall have the ability to recommend a substitute person, who shall be the managing member of P2 or a partner of P2 or one of its affiliates, to fill the resulting vacancy, subject to the approval of the Nominations & Corporate Governance (“NCG”) Committee of the Board in the exercise of its fiduciary duties, such approval not to be unreasonably withheld, delayed or conditioned, provided that such approval may be subject to satisfactory completion of a director questionnaire, standard background check and confirmation that such substitute satisfies the independence requirements of NASDAQ.  In the event the NCG Committee does not accept such substitute person, P2 will have the right to recommend additional substitute persons who meet the requirements of the immediately preceding sentence for consideration by the NCG Committee.  Upon the acceptance of a replacement director nominee by the NCG Committee, the Board will appoint such person to the Board no later than five business days after the NCG Committee’s recommendation of such person.

 

2.                                      P2 Capital agrees that:

 

a.             if, at any time during the Candidate’s term as a director of UTi, it or any of its affiliates effects a transaction or series of transactions that results in it and its affiliates collectively beneficially owning less than 5% of the then outstanding ordinary shares, no par value, of UTi, it will cause the Candidate to offer to resign from the Board;

 

b.             it and its affiliates will vote all voting securities that they are entitled to vote at UTi’s 2013 annual meeting of the shareholders (the “2013 Shareholders Meeting”) and UTi’s 2014 annual meeting of the shareholders (the “2014 Shareholders Meeting” and, together with the 2013 Shareholders Meeting, the “Shareholders Meetings”) in favor of the election of each of the Board’s nominees to stand for election at each of the Shareholders Meetings (the “Board Nominees”) and against any competing nominees and in accordance with the recommendation of the Board on any shareholder proposal, and will not take any action intended to solicit, persuade, encourage or otherwise advise, influence or convince any other shareholder of UTi not to vote in favor of the election of any of the Board Nominees or not to vote in favor of such Board recommendation at either of the Shareholders Meetings;

 

c.             until the close of the 2014 Shareholders Meeting, neither it nor any of its affiliates will (i) except as contemplated by paragraph 1 above, seek election of, or seek to place, any person (other than a person approved by the Board) on the Board or seek the removal of any member of the Board, (ii) initiate, propose or otherwise solicit shareholders for the approval of any shareholder proposals with respect to UTi, (iii)

 

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request that UTi amend, waive or otherwise modify this paragraph (including this clause) or disclose a plan or intention inconsistent with the foregoing or (iv) advise, assist, induce or encourage, or enter into any discussions, negotiations, agreements (including voting agreements) or arrangements with, any other person with respect to, or to do, any of the foregoing; provided that nothing in this paragraph shall prohibit communications among P2 Capital and its affiliates; and

 

d.             P2 Capital agrees that it will be responsible for any breach of this paragraph 2 by any of its affiliates.

 

3.             For purposes of this letter agreement, the following terms have the meanings specified below:

 

“affiliate” has the meaning given to such term in Rule 12b-2 under the Exchange Act; provided that any fund or other investment vehicle that is managed or controlled by any person shall be deemed an affiliate of such person.

 

“beneficially own” has the meaning given to such term in Rule 13d-3 under the Exchange Act.

 

“Exchange Act” means the United States Securities Exchange Act of 1934, as amended.

 

“person” means any natural person, corporation, limited liability company, partnership, trust, joint venture, association, company or other entity.

 

“Registrable Securities” means ordinary shares of UTi (x) beneficially owned by P2 Capital and its affiliates prior to the date of this letter agreement and (y) acquired by P2 Capital and its affiliates by way of a dividend, stock split, recapitalization, plan of reorganization, merger, sale of assets or otherwise. P2 Capital will not be deemed to hold any Registrable Securities if it ceases to have a representative on the Board.

 

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

 

“Shelf Registration Statement” means a registration statement on Form S-3 (or any successor or similar form) or any other appropriate registration statement that may be available at such time, in each case for an offering to be made on a continuous or delayed basis pursuant to Rule 415 (or any successor or similar provision) under the Securities Act covering the Registrable Securities.

 

“voting securities” means any securities of UTi entitled to vote generally in the election of directors of UTi or any direct or indirect rights to acquire any such securities or any securities convertible into or exchangeable for such securities.

 

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4.             Each party hereto represents that this letter agreement has been duly authorized and approved by all necessary actions.

 

5.             This letter agreement shall not be assignable by either party hereto without the prior written consent of the other party (and any purported assignment without such consent shall be null and void), is intended to be solely for the benefit of the parties hereto and is not intended to confer any benefits upon, or create any rights in favor of, any person other than the parties hereto. This letter agreement may not be amended or waived except by an instrument in writing signed by each of the parties hereto. This letter agreement may be executed in any number of counterparts, each of which shall be an original, and all of which, when taken together, shall constitute one agreement. The parties hereto agree that money damages may not be a sufficient remedy for any breach of this letter agreement and that the parties shall be entitled to injunctive or other equitable relief to remedy or prevent any breach or threatened breach. This letter agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, except as to matters relating to the corporate governance of UTi, in which event such matters shall be governed by, and construed in accordance with, the laws of the British Virgin Islands.

 

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If the foregoing correctly sets forth our agreement, please indicate your acceptance of the terms hereof by returning to UTi an executed counterpart hereof.

 

	Very truly yours,
	UTI WORLDWIDE INC.,
		by	/s/ Lance D’Amico
			Name:	Lance D’Amico
			Title:	SVP

 

Accepted and agreed as of the date first
above written:
P2 CAPITAL PARTNERS, LLC,
	by	/s/ Joshua D. Paulson
		Name:	Joshua D. Paulson
		Title:	Partner

 

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