0000897069-14-000234.txt : 20140414 0000897069-14-000234.hdr.sgml : 20140414 20140414171459 ACCESSION NUMBER: 0000897069-14-000234 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20140414 DATE AS OF CHANGE: 20140414 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SOLITRON DEVICES INC CENTRAL INDEX KEY: 0000091668 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 221684144 STATE OF INCORPORATION: DE FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-08686 FILM NUMBER: 14763187 BUSINESS ADDRESS: STREET 1: 3301 ELECTRONICS WAY CITY: WEST PALM BEACH STATE: FL ZIP: 33407 BUSINESS PHONE: 4078484311 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Swenson Nicholas John CENTRAL INDEX KEY: 0001478067 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 3033 EXCELSIOR BOULEVARD STREET 2: SUITE 560 CITY: MINNEAPOLIS STATE: MN ZIP: 55416 SC 13D/A 1 cg394.htm cg394.htm

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

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 1)


Solitron Devices, Inc.
(Name of Issuer)

Common Stock, par value of $0.01 per share
(Title of Class of Securities)

834256208
(CUSIP Number)

Nicholas J. Swenson
3033 Excelsior Blvd., Suite 560
Minneapolis, MN 55416
Telephone: (612) 353-6380
(Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications)

April 4, 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 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. S



 
1
 
CUSIP NO. 834256208



1
NAME OF REPORTING PERSON
 
Nicholas J. Swenson
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
 
Not Applicable
(a) ¨
(b) o
 
3
SEC USE ONLY
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
PF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
¨
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
170,300
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
170,300
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
170,300
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
¨
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
8.0%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
IN



 
2
 
CUSIP NO. 834256208



1
NAME OF REPORTING PERSON
 
Groveland Capital, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
 
Not Applicable
(a) ¨
(b) ¨
 
3
SEC USE ONLY
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
WC
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
 
170,300
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
170,300
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
170,300
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
¨
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
8.0%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
IA


 
3
 
CUSIP NO. 834256208



1
NAME OF REPORTING PERSON
 
Seth Barkett
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
 
Not Applicable
(a) ¨
(b) o
 
3
SEC USE ONLY
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
PF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
¨
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
3,500
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
3,500
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,500
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
¨
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.2%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
IN


 
4
 
CUSIP NO. 834256208



Item 1.
Security and Issuer.

This Schedule 13D relates to shares of the Common Stock, $0.01 par value (the “Common Stock”), of Solitron Devices, Inc., a Delaware corporation (the “Issuer” or “Solitron Devices”).  The address of the principal executive offices of the Issuer is 3301 Electronics Way, West Palm Beach, Florida 33407.

Item 2.
Identity and Background.

(a)           This Statement is filed by Nicholas J. Swenson as the sole managing member and president of Groveland Capital LLC; Groveland Capital LLC, a registered investment adviser (“Groveland Capital”) and Seth Barkett, as an individual (the “Reporting Parties”).  Each of the Reporting Parties is a party to that certain Joint Filing Agreement attached as Exhibit 1 to the Schedule 13D filed November 1, 2013.

(b)           The principal business address of each of the Reporting Parties is 3033 Excelsior Blvd., Suite 560, Minneapolis, MN 55416.

(c)           The principal business of Mr. Swenson is (i) private investor and (ii) serving as sole managing member and president of Groveland Capital, a Delaware limited liability company and registered investment adviser.  The principal business of Mr. Barkett is (i) private investor and (ii) a portfolio manager of Groveland Capital.

(d)           None of the Reporting Parties described herein has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)           None of the Reporting Parties described herein has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws.

(f)           Mr. Swenson and Mr. Barkett are citizens of the United States of America.

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

The Common Stock of the Reporting Parties was acquired in open market purchases with working capital of Groveland Capital and the personal investment capital of Mr. Swenson and Mr. Barkett.  The amount of funds expended to acquire these shares held by Mr. Swenson and Groveland Capital is $564,961.  The amount of funds expended to acquire the shares held by Mr. Barkett is $10,640.

 
5
 
CUSIP NO. 834256208



Item 4.
Purpose of Transaction.

The Reporting Parties acquired shares of Solitron Devices because they believed and continue to believe that the Common Stock is significantly undervalued.  While we believe Solitron's leadership has done a good job managing the Company from an operational perspective, we believe Solitron’s leadership has done a poor job managing the Company from a capital allocation perspective.  In this regard, the Reporting Parties believe it is very important that Solitron's board be accountable to shareholders.  For this reason, we intend to influence the policies of Solitron Devices and assert shareholder rights, and we have requested a meeting with the Company's management and board to discuss in detail shareholder representation on the Solitron Devices board of directors.

On November 1, 2013, the Reporting Parties wrote to the board of Solitron Devices to request a meeting with the board to discuss Solitron’s capital allocation strategy and shareholder representation on the board.  A copy of the letter to the board is attached as Exhibit 2 to the Schedule 13D filed November 1, 2013.

On April 10, 2014, the Reporting Parties wrote to Christina Russo, counsel for Solitron Devices, requesting a follow-up conference call with the Board of Directors to discuss capital allocation initiatives at the Company.  A copy of the email to Ms. Russo is attached as Exhibit 3 to this Amendment No. 1 to Schedule 13D.

Item 5.
Interests in Securities of the Issuer.

(a)           The following list sets forth the aggregate number and percentage (based on 2,177,832 shares of Common Stock outstanding as reported in the Issuer’s Form 10-Q, for the period ended August 31, 2013) of outstanding shares of Common Stock owned beneficially by each reporting party named in Item 2:

Name
Shares of Common Stock Beneficially Owned
Percentage of Shares of Common Stock Beneficially Owned
Nicholas J. Swenson(1)
170,300
8.0%
Groveland Capital LLC(1)
170,300
8.0%
Seth Barkett
3,500
0.2%

(1)  
Because Mr. Swenson is the sole managing member and president of Groveland Capital, Mr. Swenson and Groveland Capital share beneficial ownership over the same shares of Common Stock.

(b)           Because Mr. Swenson is the sole managing member and president of Groveland Capital, he has the power to direct the affairs of Groveland Capital.  Therefore, Groveland Capital and Mr. Swenson have sole voting and dispositive power with regard to the shares of Common Stock of the Issuer.

Mr. Barkett has sole voting and dispositive power of the Common Stock of the Issuer.

 
6
 
CUSIP NO. 834256208



(c)           The following purchases have occurred during the last 60 days by the Reporting Parties:

Name
Trade Date
Number of Shares Purchased/Sold
Price Per Share
Where and How Transaction was Effected
Groveland Capital
04/04/2014
6,310
$4.0141
Open Market Purchase
Seth Barkett
03/26/2014
12,500
$4.0200
Open Market Sale
Seth Barkett
04/04/2014
19,100
$4.0185
Open Market Sale

(d)         No person other than the Reporting Parties is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Common Stock beneficially owned by any Reporting Parties.

(e)         Not applicable.

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

Other than the Joint Filing Agreement filed as Exhibit 1 to this Schedule 13D, there are no contracts, arrangements, understandings or relationships among the persons named in Item 2 hereof and between such persons and any person with respect to any securities of the Issuer.
 
Item 7.                      Material to be Filed as Exhibits.

Exhibit No.
Description
   
1
Joint Filing Agreement.*
   
2
Letter from Nick Swenson and Seth Barkett to the Board of Directors of the Issuer dated November 1, 2013.*
   
3
Email from Seth Barkett to Christina Russo, counsel for the Issuer, dated April 10, 2014.

______________
*   Previously filed.

 
7
 
CUSIP NO. 834256208


SIGNATURES

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 14, 2014
 

 
 
 
/s/ Nicholas J. Swenson                                                      
Nicholas J. Swenson
 
  
GROVELAND CAPITAL LLC
 
 
By:     /s/ Nicholas J. Swenson                                          
           Nicholas J. Swenson
           Managing Member
 
  
 
 
 
/s/ Seth Barkett                                                      
Seth Barkett
 
  

 
8
 
 
 
EX-3 2 cg394a.htm cg394a.htm
EXHIBIT 3



From: Seth Barkett [sethbarkett@grovelandcapital.com]
Date: Thu, Apr 10, 2014 at 8:49 AM
Subject: Solitron Devices
To: christina.russo@akerman.com
Cc: Nick Swenson [nickswenson@grovelandcapital.com]

Christina,

Nick Swenson and I would like to have another conference call with the Solitron board of directors to further discuss capital allocation at the company. Is there a good time in the next week or so for a call? Thanks

Best regards,
_____________________________
Groveland Capital LLC
Seth Barkett
+1 (248) 925-6268
sethbarkett@grovelandcapital.com
www.grovelandcapital.com