0001144204-14-050927.txt : 20140818 0001144204-14-050927.hdr.sgml : 20140818 20140818071017 ACCESSION NUMBER: 0001144204-14-050927 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20140818 DATE AS OF CHANGE: 20140818 GROUP MEMBERS: JEC CAPITAL PARTNERS, LLC GROUP MEMBERS: K. PETER HEILAND GROUP MEMBERS: RATIO CAPITAL MANAGEMENT B.V. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Synacor, Inc. CENTRAL INDEX KEY: 0001408278 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 161542712 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-86741 FILM NUMBER: 141047889 BUSINESS ADDRESS: STREET 1: 40 LARIVIERE DRIVE STREET 2: SUITE 300 CITY: BUFFALO STATE: NY ZIP: 14202 BUSINESS PHONE: 716-853-1362 MAIL ADDRESS: STREET 1: 40 LARIVIERE DRIVE STREET 2: SUITE 300 CITY: BUFFALO STATE: NY ZIP: 14202 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: JEC II Associates, LLC CENTRAL INDEX KEY: 0001477326 IRS NUMBER: 262258828 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 68 MAZZEO DRIVE CITY: RANDOLPH STATE: MA ZIP: 02368 BUSINESS PHONE: 617-680-6709 MAIL ADDRESS: STREET 1: 68 MAZZEO DRIVE CITY: RANDOLPH STATE: MA ZIP: 02368 SC 13D/A 1 v387125_sc13da.htm SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 6)*

Synacor, Inc.

(Name of Issuer)

Common Stock, $0.01 par value

(Title of Class of Securities)

871561106

(CUSIP Number)

James E. Dawson, Esq., Nutter, McClennen & Fish LLP

155 Seaport Blvd, Boston, MA 02210

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

Communications)

August 18, 2014

(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 which 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 ¨.

Note: Schedules filed in paper format 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 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).

(1) Names of reporting persons

JEC II Associates, LLC

(2) Check the appropriate box if a member of a group (see instructions)

(a) x

(b) ¨

(3) SEC use only

(4) Source of funds (see instructions) WC/OO/BK

(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:

1,353,400

(9) Sole dispositive power:

(10) Shared dispositive power:

1,353,400

(11) Aggregate amount beneficially owned by each reporting person:

1,353,400

(12) Check if the aggregate amount in Row (9) excludes certain shares (see instructions)

(13) Percent of class represented by amount in Row 9:

4.9%

(14) Type of reporting person (see instructions):

(1) Names of reporting persons

JEC Capital Partners, LLC

(2) Check the appropriate box if a member of a group (see instructions)

(a) x

(b) ¨

(3) SEC use only

(4) Source of funds (see instructions) WC/OO/BK

(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:

1,353,400

(9) Sole dispositive power:

(10) Shared dispositive power:

1,353,400

(11) Aggregate amount beneficially owned by each reporting person:

1,353,400

(12) Check if the aggregate amount in Row (9) excludes certain shares (see instructions)

(13) Percent of class represented by amount in Row 9:

4.9%

(14) Type of reporting person (see instructions):

CO/HC

(1) Names of reporting persons

K. Peter Heiland

(2) Check the appropriate box if a member of a group (see instructions)

(a) x

(b) ¨

(3) SEC use only

(4) Source of funds (see instructions) WC/OO/BK

(5) Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

(6) Citizenship or place of organization

Germany

Number of shares
beneficially owned
by each reporting
person with:

(7) Sole voting power:

(8) Shared voting power:

1,353,400

(9) Sole dispositive power:

(10) Shared dispositive power:

1,353,400

(11) Aggregate amount beneficially owned by each reporting person:

1,353,400

(12) Check if the aggregate amount in Row (9) excludes certain shares (see instructions)

(13) Percent of class represented by amount in Row 9:

4.9%

(14) Type of reporting person (see instructions):

IN/HC

(1) Names of reporting persons

Ratio Capital Management B.V.

(2) Check the appropriate box if a member of a group (see instructions)

(a) x

(b) ¨

(3) SEC use only

(4) Source of funds (see instructions) WC/OO

(5) Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

(6) Citizenship or place of organization

Netherlands

Number of shares
beneficially owned
by each reporting
person with:

(7) Sole voting power:

1,345,300

(8) Shared voting power:

(9) Sole dispositive power:

1,345,300

(10) Shared dispositive power:

(11) Aggregate amount beneficially owned by each reporting person:

1,345,300

(12) Check if the aggregate amount in Row (9) excludes certain shares (see instructions)

(13) Percent of class represented by amount in Row 9:

4.9%

(14) Type of reporting person (see instructions):

This Amendment No. 6 amends and supplements, as set forth below, the information contained in Items 4 and 7 of the Schedule 13D that was originally filed with the Securities and Exchange Commission (the “SEC”) on June 17, 2014, as amended and supplemented by Amendment No. 1 filed with the SEC on June 26, 2014, Amendment No. 2 filed with the SEC on June 30, 2014, Amendment No. 3 filed with the SEC on July 8, 2014, Amendment No. 4 filed with the SEC on July 14, 2014 and Amendment No. 5 filed with the SEC on July 17, 2014 (collectively, the “Schedule 13D”). Except as amended by this Amendment No. 6, all information contained in the Schedule 13D is, after reasonable inquiry and to the best of the Reporting Persons’ knowledge and belief, true, complete and correct as of the date of this Amendment No. 6. Capitalized terms used herein and not otherwise defined have the meanings set forth in the Schedule 13D.

Item 4. Purpose of Transaction.

Item 4 is hereby amended to add the following:

On August 18, 2014, the Reporting Persons issued an open letter to the Board of Directors again demanding that the Issuer’s Board of Directors call a Special Meeting of Shareholders, and offering to pay the costs associated with a Special Meeting. A copy of the letter is filed as Exhibit 5 and is incorporated herein by reference.

Item 7. Material to be Filed as Exhibits.

Exhibit 5

Letter to the Board of Directors from the Reporting Persons, dated August 18, 2014.

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: August 18, 2014

	JEC II Associates, LLC

	By:	/s/ K. Peter Heiland*
	Name: K. Peter Heiland
	Title: Manager

	JEC Capital Partners LLC

	By:	/s/ K. Peter Heiland*
	Name: K. Peter Heiland
	Title: Managing Partner

	/s/ K. Peter Heiland*
	K. Peter Heiland

	Ratio Capital Management b.v.

	By:	/s/ Bart Kool*
	Name: Bart Kool
	Title: Director

	*By: /s/ James E. Dawson
	James E. Dawson, as attorney-in-fact

EX-5 2 v387125_ex5.htm EXHIBIT 5

Exhibit 5

Dear Board of Directors:

Board change at Synacor is so urgently needed that we are willing to pay the costs of a Special Meeting so shareholders can effectuate the removal of Chairman Jordan Levy and Director Andrew Kau. Mr. Levy and Mr. Kau have each served 13 years on the Synacor Board and shareholders have seen and endured enough. We could fill pages listing specific failures under their leadership, but we need not look any further than these recent events to find clear evidence of the need for change:

In April of 2013, the Board disclosed that it increased equity compensation for each Director who is re-elected to the Board from an annual grant of 5,000 options to a grant of up to 30,000 shares and up to 15,000 options. There is no valid basis for the Board to have raised its compensation by 500%. As of today, the Company’s stock price is down 60% from its IPO price. Shareholders have less value while the Board pays itself more;

The Board’s initial response to our interest in Synacor was to launch a misleading press release campaign that included ‘highlighting’ previously announced customer wins and announcing ‘new executive’ hires when in fact those individuals joined the Company half a year prior. After seemingly exhausting ideas for the phony “positive news” campaign, the Board then needlessly wasted valuable cash on a poison pill;

While the Board was misleading investors with its phony “positive news” campaign, the Company was having its worst quarter yet; losing one of its largest customers, burning through cash at an incredible rate, and drifting aimlessly without a CEO because the Board had no succession plan in place and then was unable to locate a replacement for the CEO who had resigned 6 months prior;

The Board announced a share repurchase program in March of 2014, only to terminate it during the quarter ended in June 2014 after utilizing just 10% of the funds authorized to repurchase shares. We see this as further evidence of mismanagement and failed leadership by Chairman Levy and his fellow Board members;

Finally, we were astonished that Himesh Bhise, who joined Synacor as CEO earlier this month, recently announced the beginning of a 45-day period during which he will attempt to develop a strategy for the Company. In doing so, Mr. Bhise confirmed our repeated assertion that the Board had no strategy to turn Synacor around. This is contrary to Chairman Levy’s repeated assertions that the Board did indeed have a strategy.

Synacor is incurring operating losses, burning through its cash, and its core business is declining by every metric. Statements about exciting new products and potential customer interest are not going to turn the Company around.

The Synacor Board needs a change. The Company cannot survive another 6 months under the leadership of this failing Board. When we initially urged the Board to call a Special Meeting for the purpose letting shareholders vote on Board changes, we fully expected the Board to listen to its shareholders and take action. Instead, the Board ignored shareholders and provided further confirmation that under the leadership of Mr. Levy, the Board’s sole interest is self-preservation rather than doing its job of maximizing shareholder value.

We are so confident that an overwhelming number of Synacor shareholders are in support of changes to the Board that we will pay the costs of the Special Meeting.

If the Board is confident in the results of a shareholder vote, it should not be afraid to call a Special Meeting of Shareholders at our expense.

We look forward to the Board finally doing right by the Company’s shareholders and promptly calling a Special Meeting of Shareholders.

Sincerely,

Michael Torok	Bart Kool
JEC Capital Partners	Ratio Capital Management