sc13dza

0000950123-09-066279.txt : 20091125 0000950123-09-066279.hdr.sgml : 20091125 20091125162040 ACCESSION NUMBER: 0000950123-09-066279 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20091125 DATE AS OF CHANGE: 20091125 GROUP MEMBERS: BASSEM A. MANSOUR GROUP MEMBERS: RESILIENCE CAPITAL SPIV GP, LLC GROUP MEMBERS: RESILIENCE CAPITAL SPIV HOLDINGS, LLC GROUP MEMBERS: STEVEN H. ROSEN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EDAC TECHNOLOGIES CORP CENTRAL INDEX KEY: 0000772572 STANDARD INDUSTRIAL CLASSIFICATION: AIRCRAFT ENGINES & ENGINE PARTS [3724] IRS NUMBER: 391515599 STATE OF INCORPORATION: WI FISCAL YEAR END: 0102 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-37993 FILM NUMBER: 091208643 BUSINESS ADDRESS: STREET 1: 1806 NEW BRITAIN AVE CITY: FARMINGTON STATE: CT ZIP: 06032 BUSINESS PHONE: 8606772603 MAIL ADDRESS: STREET 1: EDAC TECHNOLOGIES CORP STREET 2: 1806 NEW BRITAIN AVE CITY: FARMINGTON STATE: CT ZIP: 06032 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Resilience Capital SPIV, LLC CENTRAL INDEX KEY: 0001453659 IRS NUMBER: 263952817 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 25101 CHAGRIN BLVD. SUITE 350 CITY: CLEVELAND STATE: OH ZIP: 44122 BUSINESS PHONE: 216-292-0200 MAIL ADDRESS: STREET 1: 25101 CHAGRIN BLVD. SUITE 350 CITY: CLEVELAND STATE: OH ZIP: 44122 FORMER COMPANY: FORMER CONFORMED NAME: RCP SPIV I, LLC DATE OF NAME CHANGE: 20090109 SC 13D/A 1 l38171sc13dza.htm SC 13D/A sc13dza

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)
(Amendment No. 1)*

EDAC Technologies Corporation

(Name of Issuer)

Common Stock, $0.0025 par value

(Title and Class of Securities)

279285100

(CUSIP Number)

Bassem A. Mansour
Resilience Management Inc.
25101 Chagrin Boulevard, Suite 350
Cleveland, Ohio 44122
(216) 292-0200

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

November 24, 2009

(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 form 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.


*		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).

(Continued on following pages)


CUSIP No.		279285100	13D	Page		2		of		10 Pages


1	NAME OF REPORTING PERSONS Resilience Capital SPIV, LLC


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) þ

3	SEC USE ONLY



4	SOURCE OF FUNDS (SEE INSTRUCTIONS)

	AF

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

		7	SOLE VOTING POWER

NUMBER OF			0

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			233,850

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH		10	SHARED DISPOSITIVE POWER

			233,850

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	233,850

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	4.83%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	OO


CUSIP No.		279285100	13D	Page		3		of		10 Pages


1	NAME OF REPORTING PERSONS Resilience Capital SPIV Holdings, LLC


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) þ

3	SEC USE ONLY



4	SOURCE OF FUNDS (SEE INSTRUCTIONS)

	AF

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

		7	SOLE VOTING POWER

NUMBER OF			0

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			233,850

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH		10	SHARED DISPOSITIVE POWER

			233,850

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	233,850

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	4.83%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	OO


CUSIP No.		279285100	13D	Page		4		of		10 Pages


1	NAME OF REPORTING PERSONS Resilience Capital SPIV GP, LLC


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) þ

3	SEC USE ONLY



4	SOURCE OF FUNDS (SEE INSTRUCTIONS)

	AF

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

		7	SOLE VOTING POWER

NUMBER OF			0

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			233,850

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH		10	SHARED DISPOSITIVE POWER

			233,850

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	233,850

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	4.83%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	OO


CUSIP No.		279285100	13D	Page		5		of		10 Pages


1	NAME OF REPORTING PERSONS Steven H. Rosen


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) þ

3	SEC USE ONLY



4	SOURCE OF FUNDS (SEE INSTRUCTIONS)

	AF

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	United States

		7	SOLE VOTING POWER

NUMBER OF			0

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			233,850

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH		10	SHARED DISPOSITIVE POWER

			233,850

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	233,850

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	4.83%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	IN


CUSIP No.		279285100	13D	Page		6		of		10 Pages


1	NAME OF REPORTING PERSONS Bassem A. Mansour


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) þ

3	SEC USE ONLY



4	SOURCE OF FUNDS (SEE INSTRUCTIONS)

	AF

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	United States

		7	SOLE VOTING POWER

NUMBER OF			0

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			233,850

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH		10	SHARED DISPOSITIVE POWER

			233,850

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	233,850

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	4.83%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	IN


CUSIP No.		279285100	Schedule 13D	Page		7		of		10 Pages

This Amendment No. 1 relates to the Schedule 13D filed on behalf of Resilience Capital SPIV, LLC, a Delaware limited liability company (“RC SPIV”), Resilience Capital SPIV Holdings, LLC, a Delaware limited liability company (“RC SPIV Holdings”), Resilience Capital SPIV GP, LLC, a Delaware limited liability company (“RC SPIV GP”), and Steven H. Rosen and Bassem A. Mansour (together, the “Managers,” and together with RC SPIV, RC SPIV Holdings and RC SPIV GP, the “Reporting Persons”), with the Securities and Exchange Commission on March 2, 2009 (as amended, the “Schedule 13D”), relating to the common stock, par value $0.0025 per share (the “Common Stock”) of EDAC Technologies Corporation (the “Issuer”). Terms defined in the Schedule 13D are used herein with the same meaning.

Item 4. Purpose of Transaction.

Since March 2, 2009, the Reporting Persons have had conversations with certain of the Issuer’s officers and directors regarding the Issuer’s business and operations, as well as the prospects and operations of the Issuer and certain strategic, management and governance matters (including the composition of the Issuer’s board of directors).

On November 24, 2009, the Reporting Persons sent a letter to the Chairman of the Board of Directors of the Issuer, which letter is filed as Exhibit 1 hereto and incorporated herein by reference, requesting that Edward Crawford be appointed a Board member.

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 strategic direction, actions taken by the Issuer’s board of directors, other investment opportunities available to the Reporting Persons, price levels of the shares of Common Stock, and conditions in the securities markets and the economy in general, the Reporting Persons may in the future acquire additional securities of the Issuer or dispose of some or all of the securities of the Issuer beneficially owned by them, or take any other actions with respect to their investment in the Issuer permitted by law, including any or all of the actions set forth in clauses (a) through (j) of Item 4 of Schedule 13D.


CUSIP No.		279285100	Schedule 13D	Page		8		of		10 Pages

Item 5. Interest in Securities of the Issuer.

(a)-(b) The responses of the Reporting Persons to Rows (7) through (13) on the cover pages of this Statement on Schedule 13D are incorporated herein by reference. As of the close of business on November 24, 2009, RC SPIV owned 233,850 shares of Common Stock both beneficially and as direct owner, representing approximately 4.83% of the outstanding shares of Common Stock. As of the date hereof, the 233,850 shares of Common Stock owned by RC SPIV, which Common Stock may be deemed to be beneficially owned by RC SPIV Holdings, RC SPIV GP and the Managers, represent approximately 4.83% of the Issuer’s outstanding shares of Common Stock. All percentages set forth in this paragraph relating to beneficial ownership of Common Stock are based upon 4,837,803 shares of Common Stock outstanding, which is the total number of shares outstanding as of October 30, 2009 as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended October 3, 2009.

(c) Except as set forth above or in the attached Schedule I, no Reporting Person has effected any transaction in the Common Shares during the 60 days preceding the date hereof.

(e) As of November 18, 2009, the Reporting Persons ceased to be beneficial owners of more than 5% of the Common Stock.

Item 7. Material to be Filed As Exhibits.

EXHIBIT 1. Letter to the Chairman of the Board of Directors of the Issuer, dated November 24, 2009


CUSIP No.		279285100	Schedule 13D	Page		9		of		10 Pages

SIGNATURE

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

Dated: November 25, 2009


	RESILIENCE CAPITAL SPIV, LLC
	By:	/s/ Bassem A. Mansour
		Bassem A. Mansour
		Title:

	RESILIENCE CAPITAL SPIV HOLDINGS, LLC
	By:	/s/ Bassem A. Mansour
		Bassem A. Mansour
		Title:

	RESILIENCE CAPITAL SPIV GP, LLC
	By:	/s/ Bassem A. Mansour
		Bassem A. Mansour
		Title:

	/s/ Steven H. Rosen
	Steven H. Rosen

	/s/ Bassem A. Mansour
	Bassem A. Mansour


CUSIP No.		279285100	Schedule 13D	Page		10		of		10 Pages

Schedule I

TRANSACTIONS DURING THE PAST 60 DAYS BY THE REPORTING PERSONS

The following table sets forth all transactions with respect to the Common Stock effected during the past 60 days by any of the Reporting Persons. All such transactions were effected in the open market.


	Shares Sold for the
Transaction Date	Account of RC SPIV		Price per Share
11/11/2009		600	$	4.00
11/12/2009		300	$	4.00
11/18/2009		12,000	$	3.52

EX-1 2 l38171exv1.htm EX-1 exv1

EXHIBIT 1

Letter to the Chairman of the Board of Directors of the Issuer, dated November 24, 2009

25101 Chagrin Boulevard, Suite 350
Cleveland, Ohio 44122
Tel: 216.292.0200
Fax: 216.292.4750

November 24, 2009

Mr. Dan Tracy
Chairman of the Board of Directors
EDAC Technologies Corporation
1806 New Britain Avenue
Farmington, CT 06032

Gentlemen:

As major shareholders of the company, we want to reach out to the company to express our interest in learning more about the direction of EDAC Technologies Corporation and propose a new member of the Board. As per our prior conversations with the company CEO and you, we also are disappointed with the current stock price and agree the company remains undervalued. As we discussed in the past, we are also concerned the recent acquisitions may cause the strategic position of the company to deteriorate substantially.

To date it seems the company’s current strategy has been more so to make acquisitions and less so to manage expenses, drive profitability and increase sales and margins. We do agree the right select acquisitions could be helpful in growing the business but remain concerned about leverage.

Hence, we believe the recent acquisition alone is insufficient to achieve any significant and sustained profitability, and modest success in these acquisitions and this use of company resources will not materially impact your bottom line and shareholder value. It is also possible these acquisitions could take longer to integrate and begin to burn through cash, thus diminishing shareholder value further as there is no established path for significant growth in the future so far as we are aware.

Please know we do believe the company has a good solid core business. We also believe if you are open-minded our firm and its representatives can be extremely helpful to management and the Board at this time as the company continues to define its strategy.

PROPOSED PLAN

In view of the current situation and share price, we believe the current Board needs to be restructured as promptly as possible and a new strategic plan of action needs to be implemented. As illustrated by the current share price performance, it is time for the current Chairman of the Board and Chief Executive Officer to show leadership and add members to the Board with industry knowledge, contacts, relationships, and M & A experience within this industry to be effective. We thus request that the Board immediately appoint Mr. Edward Crawford as a Board member and possibly Chairman of the Board. Mr. Crawford’s biography is attached.

We believe timing is of the essence, as the company is on a path that could result in a further loss of shareholder value and damage many long term opportunities. It is our firm belief that a solid majority of the company’s shareholders will support this plan.

We further request that the company not take any material actions until Mr. Crawford is appointed to the Board, including; (a) implementing any severance or compensation arrangements; (b) execution of any exclusivity arrangements, or any other material contract with any parties related to the company; (c) acquisition or merger with any other company; or (d) any other material action.

We would welcome the opportunity to meet with you in person to discuss these matters further, should you so desire. We look forward to hearing from you.


	Very truly yours,
	/s/ Steven H. Rosen
	Steven H. Rosen
	CEO-Resilience Capital Partners