UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Selway Capital Acquisition Corp.
(Name of Issuer)
Series C Shares, $0.0001 Par Value
(Title of Class
of Securities)
81661A404
(Cusip Number)
July 17, 2013
(Date of Event Which Requires Filing
of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
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. 81661A404 | Page 2 |
| 1 |
NAMES OF REPORTING PERSONS |
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Partners for Growth III, LLC |
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
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26-4085062 |
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| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
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(a) [
] |
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| 3 |
SEC USE ONLY |
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| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER |
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-0- |
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| 6 |
SHARED VOTING POWER |
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845,000 (See Item 4) |
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| 7 |
SOLE DISPOSITIVE POWER |
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-0- |
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| 8 |
SHARED DISPOSITIVE POWER |
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845,000 (See Item 4) |
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| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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845,000 (See Item 4) |
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| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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[ ] |
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| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
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8.6% (See Item 4) |
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| 12 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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OO |
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| CUSIP No. 81661A404 | Page 3 |
| 1 |
NAMES OF REPORTING PERSONS |
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Partners for Growth III, L.P. |
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
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27-1477996 |
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| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
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(a) [
] |
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| 3 |
SEC USE ONLY |
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|
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| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER |
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-0- |
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| 6 |
SHARED VOTING POWER |
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845,000 (See Item 4) |
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| 7 |
SOLE DISPOSITIVE POWER |
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-0- |
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| 8 |
SHARED DISPOSITIVE POWER |
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845,000 (See Item 4) |
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| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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|
845,000 (See Item 4) |
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| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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[ ] |
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| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
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8.6% (See Item 4) |
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| 12 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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PN |
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| CUSIP No. 81661A404 | Page 4 |
| 1 |
NAMES OF REPORTING PERSONS |
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Andrew Kahn |
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
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|
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| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
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(a) [
] |
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| 3 |
SEC USE ONLY |
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| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
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United States |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER |
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-0- |
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| 6 |
SHARED VOTING POWER |
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845,000 (See Item 4) |
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| 7 |
SOLE DISPOSITIVE POWER |
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-0- |
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| 8 |
SHARED DISPOSITIVE POWER |
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845,000 (See Item 4) |
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| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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845,000 (See Item 4) |
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| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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[ ] |
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| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
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8.6% (See Item 4) |
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| 12 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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IN |
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| CUSIP No. 81661A404 | Page 5 |
| 1 |
NAMES OF REPORTING PERSONS |
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Donald M. Campbell |
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
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|
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| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
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(a) [
] |
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| 3 |
SEC USE ONLY |
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|
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| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
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United States |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER |
||
|
-0- |
||||
| 6 |
SHARED VOTING POWER |
|||
|
845,000 (See Item 4) |
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| 7 |
SOLE DISPOSITIVE POWER |
|||
|
-0- |
||||
| 8 |
SHARED DISPOSITIVE POWER |
|||
|
845,000 (See Item 4) |
||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|||
|
845,000 (See Item 4) |
||||
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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[ ] |
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| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
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8.6% (See Item 4) |
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| 12 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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IN |
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Item 1
(a) Name of Issuer:
Selway Capital Acquisition Corp.
(b) Address of Issuer’s Principal Executive Offices:
66 Ford Road, Suite 230, Denville, NJ 07834.
Item 2
(a) Names of Persons Filing:
Each of the following is a reporting person (“Reporting Person”):
Partners for Growth III, LLC, a Delaware
limited liability company (“PFG3LLC”)
Partners for Growth III, L.P., a
Delaware limited partnership (“PFG3”)
Andrew Kahn
Donald M.
Campbell
(b) Address or principal business office or, if none, residence:
The principal business address of each Reporting Person is 150 Pacific Avenue, San Francisco, CA 94111.
(c) Citizenship:
Reference is made to the response to item 4 on each of pages 2-5 of this Schedule 13G (this “Schedule”), which responses are incorporated herein by reference.
(d) Title and Class of Securities:
Series C Shares, par value $0.0001 per share.
(e) CUSIP No.:
81661A404
Item 3.
Not applicable.
Item 4. Ownership
Reference is hereby made to the responses to items 5-9 and 11 of pages 2 - 5 of this Schedule, which responses are incorporated by reference herein.
The securities to which this Schedule relates (the "Shares"), are issuable upon the conversion of (i) a senior convertible note (the "Note"), held by PFG3 pursuant to that certain Loan and Security Agreement (the "Loan Agreement"), dated as of July 17, 2013, by and among the Issuer, PFG3 and various other parties thereto (the "Loan"), and (ii) warrants to purchase an aggregate of 220,000 Shares, exercisable for $7.50 per share at any time on or prior to July 17, 2018 (the "PFG Warrants"), that were issued in connection with the Loan. The conversion price of the Note is $8.00 per Share. The aggregate principal amount of the Note is $5,000,000, which is convertible into 625,000 Shares at the current conversion price. The conversion prices of the Note and PFG Warrants may be adjusted proportionally if the Issuer's tender offer is effected at less than $10.30 per share or for other standard adjustments, including but not limited to stock splits, dividends, and reclassifications of securities. Additionally, the PFG Warrants can be exercised on a cashless basis by paying the exercise price by surrendering their warrants for that number of shares equal in value to the exercise price.
The Issuer also issued to PFG3 an aggregate of 625,000 warrants (the “Conditional Warrants”) that are not exercisable unless and until the Company chooses to prepay the loan in full. Upon the Company’s optional prepayment of the loan in full, the Note will be extinguished and will no longer be convertible for Shares, however, the Conditional Warrants will become exercisable, for $8.00 per Share. The Conditional Warrants will expire on July 17, 2018 and, once exercisable, are subject to the same cashless exercise and price adjustment terms as the PFG Warrants.
PFG3LLC, as PFG3’s general partner, and Andrew Kahn and Donald M. Campbell, as controlling members and Managers of PFG3LLC, may be deemed to beneficially own the Shares for the purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Act”), insofar as they may be deemed to have the power to direct the voting or disposition of those Shares.
Neither the filing of this Schedule nor any of its contents shall be deemed to constitute an admission that PFG3, PFG3LLC, Andrew Kahn or Donald M. Campbell are or were, for any other purpose, the beneficial owners of any of the Shares, and each of PFG3, PFG3LLC, Andrew Kahn or Donald M. Campbell disclaims all beneficial ownership as to the Shares, except to the extent of his or its pecuniary interests therein, if any.
Under the definition of “beneficial ownership” in Rule 13d-3 under the Act, it is also possible that the individual general partners, executive officers, and members of the foregoing entities may be deemed the “beneficial owners” of some or all of the Shares insofar as they may be deemed to share the power to direct the voting or disposition of the Shares. Neither the filing of this Schedule nor any of its contents shall be deemed to constitute an admission that any of such individuals is or was, for any purpose, the beneficial owner of any of the Shares, and such beneficial ownership is expressly disclaimed.
The calculation of percentage of beneficial ownership in item 11 of pages 2 - 5 was derived from Exhibit 4.1 to Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on July 23, 2013, in which the Issuer stated that the number of shares of Series C Shares outstanding as of July 17, 2013 is 8,953,494.
Item 5. Ownership of Five Percent or Less of a Class
Not applicable.
Item 6. Ownership of More than 5 Percent on Behalf of Another Person
Reference is hereby made to Item 4 of this Schedule, which Item is hereby incorporated by reference herein.
Item 7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not applicable.
Item 8. Identification and Classification of Members of the Group
The Reporting Persons are filing this Schedule 13G jointly, but not as members of a group, and each expressly disclaims membership in a group.
Item 9. Notice of Dissolution of Group
Not applicable.
Item 10. Certifications
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
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: August 5, 2013
| PARTNERS FOR GROWTH III, L.P. | ||
| By: Partners for Growth III, LLC | ||
| Its: General Partner | ||
| By: /s/ Andrew Kahn | ||
| Name: Andrew Kahn | ||
| Its: Manager | ||
| PARTNERS FOR GROWTH III, LLC | ||
| By: /s/ Andrew Kahn | ||
| Name: Andrew Kahn | ||
| Its: Manager | ||
| /s/ Andrew Kahn | ||
| Andrew Kahn | ||
| /s/ Donald M.Campbell | ||
| Donald M. Campbell |
EXHIBIT INDEX
| Exhibit Number | Exhibit Name | |
| Exhibit 99.1 | Joint Filing Agreement, dated as of August 5, 2013, by and among each of the Reporting Persons. | |
| Exhibit 99.2 | Loan and Security Agreement, dated July 17, 2013, by and among Selway Capital Acquisition Corporation, Healthcare Corporation of America and Partners For Growth, III, LP (incorporated by reference to Exhibit 10.1 to the Issuer’s Form 8-k filed by the Issuer with the SEC on July 23, 2013). | |
| Exhibit 99.3 | Senior Convertible Promissory Note, dated July 17, 2013, in favor of Partners For Growth, III, LP (incorporated by reference to Exhibit 4.3 to the Issuer’s Form 8-K filed by the Issuer with the SEC on July 23, 2013). | |
| Exhibit 99.4 | Form of Warrant (incorporated by reference to Exhibit 4.1 to the Issuer’s Form 8-K filed by the Issuer with the SEC on July 23, 2013). | |
| Exhibit 99.4 | Form of Conditionally Exercisable Warrant (incorporated by reference to Exhibit 4.2 to the Issuer’s Form 8-K filed by the Issuer with the SEC on July 23, 2013). | |
| Exhibit 99.5 | Powers of Attorney for the Reporting Persons. |
Exhibit 99.1
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1)
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained herein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he, she or it knows or has reason to believe that such information is inaccurate.
Date: August 5, 2013
| PARTNERS FOR GROWTH III, L.P. | ||
| By: Partners for Growth III, LLC | ||
| Its: General Partner | ||
| By: /s/ Andrew Kahn | ||
| Name: Andrew Kahn | ||
| Its: Manager | ||
| PARTNERS FOR GROWTH III, LLC | ||
| By: /s/ Andrew Kahn | ||
| Name: Andrew Kahn | ||
| Its: Manager | ||
| /s/ Andrew Kahn | ||
| Andrew Kahn | ||
| /s/ Donald M. Campbell | ||
| Donald M. Campbell |
Exhibit 99.5
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Gregory C. Smith, Hina Ahmad and Ian McLean, each of the law firm of Woodside Counsel PC, signing singly, the undersigned’s true and lawful attorney-in-fact to: (i) execute for and on behalf of the undersigned, in the undersigned’s capacity as a beneficial owner of Series C Shares of Selway Acquisition Corp., a Delaware corporation (the “Company”), any Schedule 13D or Schedule 13G, and any amendments, supplements or exhibits thereto (including any joint filing agreements) required to be filed by the undersigned under Section 13 of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), and any Forms 3, 4, and 5 and any amendments, supplements or exhibits thereto required to be filed by the undersigned under Section 16(a) of the Exchange Act; (ii) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Schedule 13D, Schedule 13G, Form 3, 4, or 5 and timely file such forms with the United States Securities and Exchange Commission and any stock exchange in which the Series C Shares of the Company is listed on or approved for quotation in, if any; and (iii) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.
The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 13 and Section 16 of the Exchange Act.
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file reports or schedules under Section 13 or Section 16 of the Exchange Act with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 5th day of August, 2013.
| PARTNERS FOR GROWTH III, L.P. | ||
| By: Partners for Growth III, LLC | ||
| Its: General Partner | ||
| By: /s/ Andrew Kahn | ||
| Name: Andrew Kahn | ||
| Its: Manager | ||
| PARTNERS FOR GROWTH III, LLC | ||
| By: /s/ Andrew Kahn | ||
| Name: Andrew Kahn | ||
| Its: Manager | ||
| /s/ Andrew Kahn | ||
| Andrew Kahn | ||
| /s/ Donald M. Campbell | ||
| Donald M. Campbell |