0001193125-12-238733.txt : 20120518 0001193125-12-238733.hdr.sgml : 20120518 20120517203703 ACCESSION NUMBER: 0001193125-12-238733 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120518 DATE AS OF CHANGE: 20120517 GROUP MEMBERS: RED MOUNTAIN CAPITAL MANAGEMENT, INC. GROUP MEMBERS: RED MOUNTAIN CAPITAL PARTNERS II, L.P GROUP MEMBERS: RMCP GP LLC GROUP MEMBERS: WILLEM MESDAG SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: STR HOLDINGS, INC. CENTRAL INDEX KEY: 0001473597 STANDARD INDUSTRIAL CLASSIFICATION: UNSUPPORTED PLASTICS FILM & SHEET [3081] IRS NUMBER: 271023344 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-85108 FILM NUMBER: 12853683 BUSINESS ADDRESS: STREET 1: 1699 KING STREET CITY: ENFIELD STATE: CT ZIP: 06082 BUSINESS PHONE: 860-758-7300 MAIL ADDRESS: STREET 1: 1699 KING STREET CITY: ENFIELD STATE: CT ZIP: 06082 FORMER COMPANY: FORMER CONFORMED NAME: STR Holdings, Inc. DATE OF NAME CHANGE: 20091106 FORMER COMPANY: FORMER CONFORMED NAME: STR Holdings (New) LLC DATE OF NAME CHANGE: 20091001 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RED MOUNTAIN CAPITAL PARTNERS LLC CENTRAL INDEX KEY: 0001374588 IRS NUMBER: 731726370 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 10100 SANTA MONICA BOULEVARD, SUITE 925 CITY: LOS ANGELES STATE: CA ZIP: 90067 BUSINESS PHONE: (310) 432-0207 MAIL ADDRESS: STREET 1: 10100 SANTA MONICA BOULEVARD, SUITE 925 CITY: LOS ANGELES STATE: CA ZIP: 90067 SC 13D/A 1 d355940dsc13da.htm SCHEDULE 13D AMENDMENT NO. 5 Schedule 13D Amendment No. 5

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 5)*

 

 

 

STR HOLDINGS, INC.

(Name of Issuer)

 

 

 

Common Stock, par value $0.01 per share

(Title of Class of Securities)

 

78478V100

(CUSIP Number)

 

Red Mountain Capital Partners LLC

Attn: Willem Mesdag

10100 Santa Monica Boulevard, Suite 925

Los Angeles, California 90067

Telephone (310) 432-0200

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

 

May 15, 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), 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. 78478V100   SCHEDULE 13D/A   PAGE 2 OF 10 PAGES

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Red Mountain Capital Partners LLC             73-1726370

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  x        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS*

 

AF (See Item 3)

  5  

CHECK BOX 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

 

4,942,011 shares (See Item 5)

     8   

SHARED VOTING POWER

 

None (See Item 5)

     9   

SOLE DISPOSITIVE POWER

 

4,942,011 shares (See Item 5)

   10   

SHARED DISPOSITIVE POWER

 

None (See Item 5)

11

  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

4,942,011 shares (See Item 5)

12

  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*    ¨

 

13

  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

11.9% (See Item 5)

14.

  

TYPE OF REPORTING PERSON*

 

OO – Limited Liability Company

 

* See Instructions

CUSIP No. 78478V100   SCHEDULE 13D/A   PAGE 3 OF 10 PAGES

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Red Mountain Capital Partners II, L.P.             20-4117535

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  x        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS*

 

WC (See Item 3)

  5  

CHECK BOX 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

 

4,942,011 shares (See Item 5)

     8   

SHARED VOTING POWER

 

None (See Item 5)

     9   

SOLE DISPOSITIVE POWER

 

4,942,011 shares (See Item 5)

   10   

SHARED DISPOSITIVE POWER

 

None (See Item 5)

11

  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

4,942,011 shares (See Item 5)

12

  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*    ¨

 

13

  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

11.9% (See Item 5)

14.

  

TYPE OF REPORTING PERSON*

 

PN – Limited Partnership

 

* See Instructions

CUSIP No. 78478V100   SCHEDULE 13D/A   PAGE 4 OF 10 PAGES

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

RMCP GP LLC             20-4442412

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  x        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS*

 

AF (See Item 3)

  5  

CHECK BOX 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

 

4,942,011 shares (See Item 5)

     8   

SHARED VOTING POWER

 

None (See Item 5)

     9   

SOLE DISPOSITIVE POWER

 

4,942,011 shares (See Item 5)

   10   

SHARED DISPOSITIVE POWER

 

None (See Item 5)

11

  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

4,942,011 shares (See Item 5)

12

  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*    ¨

 

13

  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

11.9% (See Item 5)

14.

  

TYPE OF REPORTING PERSON*

 

OO – Limited Liability Company

 

* See Instructions

CUSIP No. 78478V100   SCHEDULE 13D/A   PAGE 5 OF 10 PAGES

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Red Mountain Capital Management, Inc.             13-4057186

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ¨        (b)  x

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS*

 

AF (See Item 3)

  5  

CHECK BOX 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

 

4,942,011 shares (See Item 5)

     8   

SHARED VOTING POWER

 

None (See Item 5)

     9   

SOLE DISPOSITIVE POWER

 

4,942,011 shares (See Item 5)

   10   

SHARED DISPOSITIVE POWER

 

None (See Item 5)

11

  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

4,942,011 shares (See Item 5)

12

  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*    ¨

 

13

  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

11.9% (See Item 5)

14.

  

TYPE OF REPORTING PERSON*

 

CO – Corporation

 

* See Instructions

CUSIP No. 78478V100   SCHEDULE 13D/A   PAGE 6 OF 10 PAGES

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Willem Mesdag

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ¨        (b)  x

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS*

 

AF (See Item 3)

  5  

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

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

U.S. Citizen

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

      7    

SOLE VOTING POWER

 

4,942,011 shares (See Item 5)

     8   

SHARED VOTING POWER

 

None (See Item 5)

     9   

SOLE DISPOSITIVE POWER

 

4,942,011 shares (See Item 5)

   10   

SHARED DISPOSITIVE POWER

 

None (See Item 5)

11

  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

4,942,011 shares (See Item 5)

12

  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*    ¨

 

13

  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

11.9% (See Item 5)

14.

  

TYPE OF REPORTING PERSON*

 

IN – Individual

 

* See Instructions

CUSIP No. 78478V100   SCHEDULE 13D/A   PAGE 7 OF 10 PAGES

 

This Amendment No. 5 amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on August 15, 2011, as amended by Amendment No. 1 thereto, filed with the SEC on October 11, 2011, Amendment No. 2 thereto, filed with the SEC on February 1, 2012, Amendment No. 3 thereto, filed with the SEC on February 7, 2012, and Amendment No. 4 thereto, filed with the SEC on February 24, 2012 (together, this “Schedule 13D”), by (i) Red Mountain Capital Partners LLC, a Delaware limited liability company (“RMCP LLC”), (ii) Red Mountain Capital Partners II, L.P., a Delaware limited partnership (“RMCP II”), (iii) RMCP GP LLC, a Delaware limited liability company (“RMCP GP”), (iv) Red Mountain Capital Management, Inc., a Delaware corporation (“RMCM”), and (v) Willem Mesdag, a natural person and citizen of the United States of America, with respect to the common stock, par value $0.01 per share (the “Common Stock”), of STR Holdings, Inc., a Delaware corporation (“STRI”). RMCP LLC, RMCP II, RMCP GP, RMCM and Mr. Mesdag are sometimes collectively referred to herein as the “Reporting Persons.” The filing of any amendment to this Schedule 13D (including the filing of this Amendment No. 5) shall not be construed to be an admission by the Reporting Persons that a material change has occurred in the facts set forth in this Schedule 13D or that such amendment is required under Rule 13d-2 of the Securities Exchange Act of 1934, as amended.

 

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

Item 3 of this Schedule 13D is hereby amended to include the following information:

On May 15, 2012, RMCP II purchased 300,000 shares of Common Stock on the open market at a weighted average price of $4.41 per share.

On May 16, 2012, RMCP II purchased 250,000 shares of Common Stock on the open market at a weighted average price of $4.35 per share.

On May 17, 2012, RMCP II purchased 282,000 shares of Common Stock on the open market at a weighted average price of $4.27 per share.

The source of the funds used by RMCP II to purchase all such shares was working capital of RMCP II.

 

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.

Items 5(a) and 5(b) of this Schedule 13D are hereby amended and restated as follows:

 

(a)-(b)    RMCP II beneficially owns, in the aggregate, 4,942,011 shares of Common Stock, which represent approximately 11.9% of the outstanding Common Stock.(1) RMCP II has the sole power to vote or direct the vote, and the sole power to dispose or direct the disposition, of all such 4,942,011 shares of Common Stock.
   Because each of RMCP GP, RMCP LLC, RMCM and Mr. Mesdag may be deemed to control RMCP II, each of RMCP GP, RMCP LLC, RMCM and Mr. Mesdag may be deemed to beneficially own, and to have the power to vote or direct the vote, or dispose or direct the disposition of, all of the Common Stock beneficially owned by RMCP II.
   Other than shares of Common Stock beneficially owned by RMCP II, none of the Reporting Persons, Mr. Teets or Mr. Genender may be deemed to beneficially own any shares of Common Stock.

 

(1)  All calculations of percentage ownership in this Schedule 13D are based on 41,621,276 shares of Common Stock outstanding as of April 26, 2012, as reported in the Form 10-Q which was filed by STRI with the Securities and Exchange Commission on May 2, 2012.

CUSIP No. 78478V100   SCHEDULE 13D/A   PAGE 8 OF 10 PAGES

 

Each of RMCP LLC, RMCP II and RMCP GP affirms membership in a group with each other but disclaims membership in a group with RMCM or Mr. Mesdag. Each of RMCM and Mr. Mesdag disclaims membership in a group with any person.

The filing of this Schedule 13D shall not be construed as an admission that any Reporting Person is the beneficial owner of any of the shares of Common Stock that such Reporting Person may be deemed to beneficially own. Without limiting the foregoing sentence, each of RMCM and Mr. Mesdag disclaims beneficial ownership of all shares of Common Stock reported in this Schedule 13D. In addition, the filing of this Schedule 13D shall not be construed as an admission that any partner, member, director, officer or affiliate of any Reporting Person is the beneficial owner of any of the shares of Common Stock that such partner, member, director, officer or affiliate may be deemed to beneficially own. Without limiting the foregoing sentence, each of Mr. Teets and Mr. Genender disclaims beneficial ownership of all shares of Common Stock reported in this Schedule 13D.

Item 5(c) of this Schedule 13D is hereby amended to include the following information:

 

  (c) The information set forth above in Item 3 is hereby incorporated by reference in response to this Item 5(c).

CUSIP No. 78478V100   SCHEDULE 13D/A   PAGE 9 OF 10 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.

Dated: May 17, 2012

 

RED MOUNTAIN CAPITAL PARTNERS LLC

/s/ Willem Mesdag

By:   Willem Mesdag
Title:   Authorized Signatory
RED MOUNTAIN CAPITAL PARTNERS II, L.P.
By:   RMCP GP LLC, its general partner
 

/s/ Willem Mesdag

  By:   Willem Mesdag
  Title:   Authorized Signatory
RMCP GP LLC

/s/ Willem Mesdag

By:   Willem Mesdag
Title:   Authorized Signatory
RED MOUNTAIN CAPITAL MANAGEMENT, INC.

/s/ Willem Mesdag

By:   Willem Mesdag
Title:   President
WILLEM MESDAG

/s/ Willem Mesdag

CUSIP No. 78478V100   SCHEDULE 13D/A   PAGE 10 OF 10 PAGES

 

EXHIBIT INDEX

 

Exhibit No.

   

Description of Exhibit

1    Joint Filing Agreement, dated as of August 15, 2011, by and among the Reporting Persons (incorporated by reference to Exhibit 1 to the Schedule 13D filed by the Reporting Persons with the SEC on August 15, 2011).
2    Letter to Management, dated as of January 31, 2012, sent by RMCP LLC to Dennis L. Jilot, Executive Chairman of the Board of STRI (incorporated by reference to Exhibit 2 to Amendment No. 2 to Schedule 13D filed by the Reporting Persons with the SEC on February 1, 2012).
3    Management Response, dated as of February 3, 2012, sent by Dennis L. Jilot, Executive Chairman of the Board of STRI, to RMCP LLC (incorporated by reference to Exhibit 3 to Amendment No. 3 to Schedule 13D filed by the Reporting Persons with the SEC on February 7, 2012).
4    Second Letter to Management, dated as of February 6, 2012, sent by RMCP LLC to Dennis L. Jilot, Executive Chairman of the Board of STRI (incorporated by reference to Exhibit 4 to Amendment No. 3 to Schedule 13D filed by the Reporting Persons with the SEC on February 7, 2012).
5    Confidentiality and Standstill Agreement, dated as of February 23, 2012, by and between STRI and RMCP LLC (incorporated by reference to Exhibit 5 to Amendment No. 4 to Schedule 13D filed by the Reporting Persons with the SEC on February 24, 2012).