UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment No.
2)*
IEC Electronics
Corp.
(Name of Issuer)
Common Stock,
par value $0.01 per share
(Title of Class of Securities)
44949L105
(CUSIP Number)
Vintage Capital
Management, LLC
4705 S. Apopka
Vineland Road, Suite 210
Orlando, FL 32819
(407) 909-8015
With a copy
to:
Bradley L. Finkelstein
Wilson Sonsini
Goodrich & Rosati
Professional
Corporation
650 Page Mill
Road
Palo Alto, CA
94304
(650) 493-9300
(Name, Address and Telephone Number of Person
Authorized to
Receive Notices and Communications)
August 14, 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
(“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. 44949L105 |
13D |
|
(1) NAMES
OF REPORTING PERSONS
Vintage Capital Management, LLC |
|
|
(2) CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP (see instructions)
(a) ¨ (b) ¨ |
| (3) SEC USE ONLY |
|
(4) SOURCE
OF FUNDS (see instructions)
OO |
| (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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 |
| 0 shares |
| (8) SHARED VOTING POWER |
| 710,960 shares |
| (9) SOLE DISPOSITIVE POWER |
| 0 shares |
| (10) SHARED DISPOSITIVE POWER |
| 710,960 shares |
|
(11) AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
710,960
shares |
| (12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ¨ |
|
(13) PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.1%* |
|
(14) TYPE
OF REPORTING PERSON (see instructions)
OO |
| |
|
|
*
Percentage calculated based on 10,055,267 shares of common stock, par value $0.01 per share, outstanding as of August 1, 2014,
as reported in the Form 10-Q for the quarterly period ended June 27, 2014 of IEC Electronics Corp.
| CUSIP No. 44949L105 |
13D |
|
(1) NAMES
OF REPORTING PERSONS
Kahn Capital Management, LLC |
|
|
(2) CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP (see instructions)
(a) ¨ (b) ¨ |
| (3) SEC USE ONLY |
|
(4) SOURCE
OF FUNDS (see instructions)
OO |
| (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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 |
| 0 shares |
| (8) SHARED VOTING POWER |
| 710,960 shares |
| (9) SOLE DISPOSITIVE POWER |
| 0 shares |
| (10) SHARED DISPOSITIVE POWER |
| 710,960 shares |
|
(11) AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
710,960
shares |
| (12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ¨ |
|
(13) PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.1%* |
|
(14) TYPE
OF REPORTING PERSON (see instructions)
OO |
| |
|
|
*
Percentage calculated based on 10,055,267 shares of common stock, par value $0.01 per share, outstanding as of August 1, 2014,
as reported in the Form 10-Q for the quarterly period ended June 27, 2014 of IEC Electronics Corp.
| CUSIP No. 44949L105 |
13D |
|
(1) NAMES
OF REPORTING PERSONS
Brian R. Kahn |
|
|
(2) CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP (see instructions)
(a) ¨ (b) ¨ |
| (3) SEC USE ONLY |
|
(4) SOURCE
OF FUNDS (see instructions)
OO |
| (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨ |
|
(6) CITIZENSHIP
OR PLACE OF ORGANIZATION
United States of America |
NUMBER OF SHARES
BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH |
(7) SOLE VOTING POWER |
| 0 shares |
| (8) SHARED VOTING POWER |
| 710,960 shares |
| (9) SOLE DISPOSITIVE POWER |
| 0 shares |
| (10) SHARED DISPOSITIVE POWER |
| 710,960 shares |
|
(11) AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
710,960
shares |
| (12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ¨ |
|
(13) PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.1%* |
|
(14) TYPE
OF REPORTING PERSON (see instructions)
IN |
| |
|
|
*
Percentage calculated based on 10,055,267 shares of common stock, par value $0.01 per share, outstanding as of August 1, 2014,
as reported in the Form 10-Q for the quarterly period ended June 27, 2014 of IEC Electronics Corp.
Explanatory Note
This Amendment No. 2 (this “Amendment”)
amends and supplements the Schedule 13D filed on February 13, 2014, as amended on May 28, 2014 (the “Schedule 13D”),
by the Reporting Persons relating to the Common Stock of the Issuer. Information reported in the Schedule 13D remains in effect
except to the extent that it is amended, restated or superseded by information contained in this Amendment. Capitalized terms used
but not defined in this Amendment have the respective meanings set forth in the Schedule 13D. All references in the Schedule 13D
and this Amendment to the “Statement” shall be deemed to refer to the Schedule 13D as amended and supplemented by this
Amendment.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is amended and restated as follows:
All
of the shares of Common Stock to which this Statement relates were purchased on behalf of the Accounts using the investment capital
of the Accounts. The aggregate purchase price of the 710,960 shares of Common Stock acquired was approximately $2,702,000
(including brokerage commissions and transaction costs).
Item 4. Purpose of Transaction.
Item 4 is amended to add the following:
On August 14, 2014, Vintage Capital sent a
letter to the Board of Directors of the Issuer. The letter is attached to this Statement as Exhibit 2 and is incorporated
herein by reference.
Item 5. Interest in Securities of the Issuer.
Items 5(a), 5(b) and 5(c) are amended and restated
as follows:
(a)
and (b) The responses of the Reporting Persons to rows 7, 8, 9, 10, 11 and
13 on the cover pages of this Statement are incorporated herein by reference. As of the close of business on August 13, 2014, Vintage
Capital beneficially owned 710,960 shares of Common Stock, representing approximately 7.1% of the outstanding shares of
Common Stock. The percentage in this paragraph relating to beneficial ownership of Common Stock is based on 10,055,267 shares of
Common Stock outstanding as of August 1, 2014, as reported in the Form 10-Q for the quarterly period ended June 27, 2014 of the
Issuer.
Vintage Capital serves as investment adviser
to the Accounts, and may be deemed to have beneficial ownership over the shares of Common Stock held for the Accounts.
Kahn Capital, as a member and the majority owner
of Vintage Capital, may be deemed to have the power to direct the voting and disposition of the shares of Common Stock beneficially
owned by Vintage Capital, and may be deemed to be the indirect beneficial owner of such shares. Kahn Capital disclaims beneficial
ownership of such shares for all other purposes.
Mr. Kahn, as the manager of each of Vintage
Capital and Kahn Capital, may be deemed to have the power to direct the voting and disposition of the shares of Common Stock beneficially
owned by Vintage Capital, and may be deemed to be the indirect beneficial owner of such shares. Mr. Kahn disclaims beneficial ownership
of such shares for all other purposes.
To the knowledge of each of the Reporting Persons,
other than as set forth above, none of the persons named in Item 2 is the beneficial owner of any shares of Common Stock.
(c) Except
as set forth in Schedule A, none of the Reporting Persons has effected any transactions in the Common Stock in the last 60 days.
Item 7. Material to be Filed
as Exhibits.
Item 7 is amended to add the following:
| Exhibit
Number |
|
Description |
| 2 |
|
Letter to the Board of Directors of IEC Electronics Corp., dated August 14, 2014. |
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.
Dated: August 14, 2014
| |
VINTAGE CAPITAL MANAGEMENT,
LLC |
| |
|
|
| |
By: |
/s/ Brian R. Kahn |
| |
|
Name: Brian R. Kahn |
| |
|
Title: Manager |
| |
|
|
| |
KAHN CAPITAL MANAGEMENT, LLC |
| |
|
|
| |
By: |
/s/ Brian R. Kahn |
| |
|
Name: Brian R. Kahn |
| |
|
Title: Manager |
| |
|
|
| |
/s/ Brian R. Kahn |
| |
Brian R. Kahn |
Schedule A
Transactions by the Reporting Persons
in the Past 60 Days
| Beneficial
Ownership | |
Transaction
Date | |
Purchase or
Sale | |
Quantity | | |
Price
per Share
(excluding
commission) | | |
How Effected |
| Vintage Capital | |
06/24/14 | |
Purchase | |
| 7,267 | | |
| 4.2754 | | |
Open Market |
| Vintage Capital | |
06/26/14 | |
Purchase | |
| 15,578 | | |
| 4.3999 | | |
Open Market |
| Vintage Capital | |
06/27/14 | |
Purchase | |
| 47,942 | | |
| 4.3784 | | |
Open Market |
EXHIBIT INDEX
| Exhibit
Number |
|
Description |
| 2 |
|
Letter to the Board of Directors of IEC Electronics Corp., dated August 14, 2014. |
