UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
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)
December 17, 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 9 PAGES |
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1 |
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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| Red Mountain Capital Partners LLC
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73-1726370
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) ¨
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3 |
SEC USE ONLY
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4 |
SOURCE OF FUNDS*
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AF (See Item 3) |
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5 |
CHECK BOX IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
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¨ | ||||||||
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6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
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| Delaware
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| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7 |
SOLE VOTING POWER
6,204,132 shares (See Item 5)
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8 |
SHARED VOTING POWER
None (See Item 5)
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9 |
SOLE DISPOSITIVE POWER
6,204,132 shares (See Item 5)
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10 |
SHARED DISPOSITIVE POWER
None (See Item 5)
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11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,204,132 shares (See Item 5)
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12 |
CHECK BOX IF
THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
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¨ | ||||||||
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13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.9% (See Item 5)
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14. |
TYPE OF REPORTING PERSON*
OO – Limited Liability Company
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* See Instructions
| CUSIP No. 78478V100 | SCHEDULE 13D/A | PAGE 3 OF 9 PAGES |
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1 |
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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| Red Mountain Capital Partners II, L.P.
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20-4117535
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) ¨
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3 |
SEC USE ONLY
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4 |
SOURCE OF FUNDS*
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WC (See Item 3) |
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5 |
CHECK BOX IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
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¨ | ||||||||
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6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
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|||||||||
| Delaware
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||||||||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 |
SOLE VOTING POWER
6,204,132 shares (See Item 5)
| ||||
|
8 |
SHARED VOTING POWER
None (See Item 5)
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9 |
SOLE DISPOSITIVE POWER
6,204,132 shares (See Item 5)
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10 |
SHARED DISPOSITIVE POWER
None (See Item 5)
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11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,204,132 shares (See Item 5)
| |||||||||
|
12 |
CHECK BOX IF
THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
|
¨ | ||||||||
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.9% (See Item 5)
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14. |
TYPE OF REPORTING PERSON*
PN – Limited Partnership
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* See Instructions
| CUSIP No. 78478V100 | SCHEDULE 13D/A | PAGE 4 OF 9 PAGES |
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1 |
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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| RMCP GP LLC
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20-4442412
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) ¨
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3 |
SEC USE ONLY
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4 |
SOURCE OF FUNDS*
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AF (See Item 3) |
||||||||
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5 |
CHECK BOX IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
|
¨ | ||||||||
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6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|||||||||
| Delaware
|
||||||||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 |
SOLE VOTING POWER
6,204,132 shares (See Item 5)
| ||||
|
8 |
SHARED VOTING POWER
None (See Item 5)
| |||||
|
9 |
SOLE DISPOSITIVE POWER
6,204,132 shares (See Item 5)
| |||||
|
10 |
SHARED DISPOSITIVE POWER
None (See Item 5)
| |||||
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,204,132 shares (See Item 5)
| |||||||||
|
12 |
CHECK BOX IF
THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
|
¨ | ||||||||
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.9% (See Item 5)
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14. |
TYPE OF REPORTING PERSON*
OO – Limited Liability Company
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* See Instructions
| CUSIP No. 78478V100 | SCHEDULE 13D/A | PAGE 5 OF 9 PAGES |
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1 |
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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| Red Mountain Capital Management, Inc.
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13-4057186
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x
|
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3 |
SEC USE ONLY
|
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4 |
SOURCE OF FUNDS*
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AF (See Item 3) |
||||||||
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5 |
CHECK BOX IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
|
¨ | ||||||||
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|||||||||
| Delaware
|
||||||||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 |
SOLE VOTING POWER
6,204,132 shares (See Item 5)
| ||||
|
8 |
SHARED VOTING POWER
None (See Item 5)
| |||||
|
9 |
SOLE DISPOSITIVE POWER
6,204,132 shares (See Item 5)
| |||||
|
10 |
SHARED DISPOSITIVE POWER
None (See Item 5)
| |||||
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,204,132 shares (See Item 5)
| |||||||||
|
12 |
CHECK BOX IF
THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
|
¨ | ||||||||
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.9% (See Item 5)
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14. |
TYPE OF REPORTING PERSON*
CO – Corporation
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* See Instructions
| CUSIP No. 78478V100 | SCHEDULE 13D/A | PAGE 6 OF 9 PAGES |
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1 |
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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| Willem Mesdag
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x
|
|||||||||
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3 |
SEC USE ONLY
|
|||||||||
|
4 |
SOURCE OF FUNDS*
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AF (See Item 3) |
||||||||
|
5 |
CHECK BOX IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
|
¨ | ||||||||
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6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
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| U.S. Citizen
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||||||||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 |
SOLE VOTING POWER
6,204,132 shares (See Item 5)
| ||||
|
8 |
SHARED VOTING POWER
None (See Item 5)
| |||||
|
9 |
SOLE DISPOSITIVE POWER
6,204,132 shares (See Item 5)
| |||||
|
10 |
SHARED DISPOSITIVE POWER
None (See Item 5)
| |||||
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,204,132 shares (See Item 5)
| |||||||||
|
12 |
CHECK BOX IF
THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
|
¨ | ||||||||
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.9% (See Item 5)
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14. |
TYPE OF REPORTING PERSON*
IN – Individual
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* See Instructions
| CUSIP No. 78478V100 | SCHEDULE 13D/A | PAGE 7 OF 9 PAGES |
This Amendment No. 7 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, Amendment No. 4 thereto, filed with the SEC on February 24, 2012, Amendment No. 5 thereto, filed with the SEC on May 18, 2012, and Amendment No. 6 thereto, filed with the SEC on August 21, 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. 7) 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 4. | PURPOSE OF TRANSACTION. |
Item 4 of this Schedule 13D is hereby amended to include the following information:
The information set forth in Item 6 below is hereby incorporated by reference in response to this Item 4.
| ITEM 6. | CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. |
Item 6 of this Schedule 13D is hereby amended to include the following information:
As previously disclosed, RMCP LLC and STRI entered into a confidentiality and standstill agreement (the “Confidentiality and Standstill Agreement”) on February 23, 2012, pursuant to which STRI agreed to provide RMCP LLC with certain information about STRI on a confidential basis, and RMCP LLC agreed to certain standstill provisions until December 31, 2012. On December 17, 2012, RMCP LLC and STRI entered into the Amendment No. 1 to Confidentiality and Standstill Agreement (the “First Amendment”), pursuant to which the terms of the Confidentiality and Standstill Agreement are extended until December 31, 2013.
The foregoing description of the First Amendment is a summary only and is qualified in its entirety by reference to the full text of the First Amendment, which is filed as Exhibit 6 to this Schedule 13D and is hereby incorporated herein by reference.
| ITEM 7. | MATERIAL TO BE FILED AS EXHIBITS |
Item 7 of this Schedule 13D is hereby amended to include the following information:
| Exhibit No. |
Description of Exhibit | |
| 6 | Amendment No. 1 to Confidentiality and Standstill Agreement, dated as of December 17, 2012, by and between STRI and RMCP LLC (filed herewith). | |
| CUSIP No. 78478V100 | SCHEDULE 13D/A | PAGE 8 OF 9 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: December 18, 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 9 OF 9 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). | |
| 6 | Amendment No. 1 to Confidentiality and Standstill Agreement, dated as of December 17, 2012, by and between STRI and RMCP LLC (filed herewith). | |
Exhibit 6
This Amendment No.1 to that certain letter agreement (this “Amendment”), dated as of December 17, 2012, is between STR Holdings, Inc., a Delaware corporation (the “Company”), and Red Mountain Capital Partners LLC, a Delaware limited liability company (“Red Mountain”).
RECITALS
A. The Company and Red Mountain entered into that certain letter agreement dated February 23, 2012, a copy of which is attached hereto as Exhibit A (the “Existing Agreement”; capitalized terms used but not defined in this Amendment shall have the meanings ascribed to them in the Existing Agreement).
B. Pursuant to the Existing Agreement, each of the Company and Red Mountain has agreed that the Existing Agreement may be modified only by an instrument in writing approved by both parties.
C. The parties desire to extend the termination date of the Existing Agreement to December 31, 2013, as set forth in this Amendment No. 1.
AGREEMENT
In consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, the parties agree as follows:
Section 1 Amendment to the Existing Agreement. The Existing Agreement shall be amended as follows:
| a. | The date, “December 31, 2012” contained in the first sentence of paragraph 5 of the Existing Agreement and in the first sentence of paragraph 13 of the Exiting Agreement shall be deleted and replaced with “December 31, 2013.” |
Section 2 Effect of Amendment. Except as amended as set forth above, the Existing Agreement shall continue in full force and effect. Nothing in this Amendment shall be construed to modify any provision of the Existing Agreement other than those specifically amended as set forth above. This Amendment shall form a part of the Existing Agreement for all purposes, and each party hereto and thereto shall be bound hereby. This Amendment is effective on the date hereof upon execution by the parties hereto. From and after the execution of this Amendment by the parties hereto, any reference to the Existing Agreement shall be deemed a reference to the Existing Agreement as amended hereby.
Section 3 Amendment and Modification. This Amendment may not be amended, modified or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing specifically designated as an amendment hereto, signed on behalf of each party.
Section 4 Governing Law. This Amendment and all disputes or controversies arising out of or relating to this Amendment shall be governed by, and construed in accordance with, the internal laws of the State of Delaware.
Section 5 Successors and Assigns. This Amendment will be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and permitted assigns.
Section 6 Counterparts. This Amendment may be executed in two or more counterparts, all of which shall be considered one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party.
Section 7 Facsimile Signature. This Amendment may be executed by facsimile signature and a facsimile signature shall constitute an original for all purposes.
IN WITNESS WHEREOF, the parties have caused this Amendment to be executed as of the date first written above by their respective officers thereunto duly authorized.
| STR HOLDINGS, INC. | ||
| By: | /s/ Alan N. Forman | |
| Name: Alan N. Forman | ||
| Title: SVP & GC | ||
| RED MOUNTAIN CAPITAL PARTNERS LLC | ||
| By: | /s/ Willem Mesdag | |
| Name: Willem Mesdag | ||
| Title: Managing Partner | ||