1
|
NAME OF REPORTING PERSON
AO Partners I, L.P.
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a) T
(b) o
|
||
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
0
|
||
8
|
SHARED VOTING POWER
363,700
|
|||
9
|
SOLE DISPOSITIVE POWER
0
|
|||
10
|
SHARED DISPOSITIVE POWER
363,700
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
363,700
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
x
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.9%
|
|||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
1
|
NAME OF REPORTING PERSON
AO Partners, LLC
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a) T
(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
0
|
||
8
|
SHARED VOTING POWER
363,700
|
|||
9
|
SOLE DISPOSITIVE POWER
0
|
|||
10
|
SHARED DISPOSITIVE POWER
363,700
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
363,700
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
x
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.9%
|
|||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
1
|
NAME OF REPORTING PERSON
Nicholas J. Swenson
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a) T
(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
2,500 (1)
|
||
8
|
SHARED VOTING POWER
363,700
|
|||
9
|
SOLE DISPOSITIVE POWER
2,500 (1)
|
|||
10
|
SHARED DISPOSITIVE POWER
363,700
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
366,200
|
|||
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)
14.9%
|
|||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
1
|
NAME OF REPORTING PERSONS
Seth G. Barkett
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a) ¨
(b) o
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
N/A
|
|||
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
|
5
|
SOLE VOTING POWER
0
|
||
6
|
SHARED VOTING POWER
0
|
|||
7
|
SOLE DISPOSITIVE POWER
0
|
|||
8
|
SHARED DISPOSITIVE POWER
0
|
|||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
x
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%
|
|||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
1
|
NAME OF REPORTING PERSONS
William R. Foudray
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a) ¨
(b) o
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
N/A
|
|||
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
|
5
|
SOLE VOTING POWER
0
|
||
6
|
SHARED VOTING POWER
0
|
|||
7
|
SOLE DISPOSITIVE POWER
0
|
|||
8
|
SHARED DISPOSITIVE POWER
0
|
|||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
x
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%
|
|||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
1
|
NAME OF REPORTING PERSONS
Andrew L. Osborne
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a) ¨
(b) o
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
N/A
|
|||
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
|
5
|
SOLE VOTING POWER
0
|
||
6
|
SHARED VOTING POWER
0
|
|||
7
|
SOLE DISPOSITIVE POWER
0
|
|||
8
|
SHARED DISPOSITIVE POWER
0
|
|||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
x
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%
|
|||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
1
|
NAME OF REPORTING PERSONS
John M. LaFontsee
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a) ¨
(b) o
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
N/A
|
|||
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
|
5
|
SOLE VOTING POWER
0
|
||
6
|
SHARED VOTING POWER
0
|
|||
7
|
SOLE DISPOSITIVE POWER
0
|
|||
8
|
SHARED DISPOSITIVE POWER
0
|
|||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
x
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%
|
|||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
1
|
NAME OF REPORTING PERSONS
Scott A. Ronan
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a) ¨
(b) o
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
N/A
|
|||
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
|
5
|
SOLE VOTING POWER
0
|
||
6
|
SHARED VOTING POWER
0
|
|||
7
|
SOLE DISPOSITIVE POWER
0
|
|||
8
|
SHARED DISPOSITIVE POWER
0
|
|||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
x
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%
|
|||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
1
|
NAME OF REPORTING PERSONS
Nicholas P. Zaccagnini
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a) ¨
(b) o
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
N/A
|
|||
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
|
5
|
SOLE VOTING POWER
0
|
||
6
|
SHARED VOTING POWER
0
|
|||
7
|
SOLE DISPOSITIVE POWER
0
|
|||
8
|
SHARED DISPOSITIVE POWER
0
|
|||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
x
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%
|
|||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
1
|
NAME OF REPORTING PERSONS
Ryan P. Buckley
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a) ¨
(b) o
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
N/A
|
|||
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
|
5
|
SOLE VOTING POWER
0
|
||
6
|
SHARED VOTING POWER
0
|
|||
7
|
SOLE DISPOSITIVE POWER
0
|
|||
8
|
SHARED DISPOSITIVE POWER
0
|
|||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
x
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%
|
|||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
Item 1.
|
Security and Issuer.
|
Item 2.
|
Identity and Background.
|
●
|
AO Partners I, L.P., a Delaware limited partnership (“AO Partners Fund”).
|
●
|
AO Partners, LLC, a Delaware limited liability company and General Partner of AO Partners (“AO Partners”).
|
●
|
Nicholas J. Swenson as the Managing Member of AO Partners and as a Director of the Issuer.
|
Item 3.
|
Source and Amount of Funds or Other Consideration.
|
Item 4.
|
Purpose of Transaction.
|
Item 5.
|
Interests in Securities of the Issuer.
|
Name
|
Shares of Common Stock Beneficially Owned
|
Percentage of Shares of Common Stock Beneficially Owned
|
AO Partners Fund
|
363,700
|
14.9%
|
AO Partners (1)
|
363,700
|
14.9%
|
Nicholas J. Swenson (2)
|
366,200
|
14.9%
|
(1)
|
AO Partners is the General Partner of AO Partners Fund and, as General Partner, has voting and dispositive power with regard to the shares of Common Stock held by AO Partners Fund. Because Mr. Swenson is the Managing Member of AO Partners, he has the power to direct the affairs of AO Partners. Therefore, AO Partners may be deemed to share with Mr. Swenson voting and dispositive power with regard to the shares of Common Stock held by AO Partners Fund.
|
(2)
|
Because Mr. Swenson is the Managing Member of AO Partners, the General Partner of AO Partners Fund, he has the power to direct the affairs of AO Partners Fund, including the voting and disposition of shares of Common Stock held in the name of AO Partners Fund. Therefore, Mr. Swenson is deemed to share voting and dispositive power with AO Partners Fund with regard to those shares of Common Stock. The Issuer granted Mr. Swenson stock options for 2,500 shares for his service on the Issuer's board of directors.
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
|
Exhibit No.
|
Description
|
1
|
Joint Filing Agreement
|
2
|
March 30, 2012 Letter from Nick Swenson to the Chairman and Chief Executive Officer of the Issuer*
|
3
|
April 4, 2013 Email from Nick Swenson to the Lead Director of the Issuer*
|
4
|
April 25, 2013 Letter from Nick Swenson to the Lead Independent Director of the Issuer*
|
5
|
May 6, 2013 Letter from Nick Swenson to the Lead Independent Director of the Issuer*
|
6
|
Nomination Letter, dated as of May 2, 2013 (submitted May 7, 2013)
|
* Previously filed
|
AO PARTNERS I, L.P.
By: AO PARTNERS, LLC
General Partner
By: /s/ Nicholas J. Swenson
Nicholas J. Swenson
Managing Member
|
|
AO PARTNERS, LLC
By: /s/ Nicholas J. Swenson
Nicholas J. Swenson
Managing Member
|
|
/s/ Nicholas J. Swenson
Nicholas J. Swenson
|
|
/s/ Seth G. Barkett
Seth G. Barkett
|
|
/s/ William R. Foudray
William R. Foudray
|
/s/ Andrew L. Osborne
Andrew L. Osborne
|
|
/s/ John M. LaFontsee
John M. LaFontsee
|
|
/s/ Scott A. Ronan
Scott A. Ronan
|
|
/s/ Nicholas P Zaccagnini
Nicholas P. Zaccagnini
|
|
/s/ Ryan P. Buckley
Ryan P. Buckley
|
AO PARTNERS I, L.P.
By: AO PARTNERS, LLC
General Partner
By: /s/ Nicholas J. Swenson
Nicholas J. Swenson
Managing Member
|
|
AO PARTNERS, LLC
By: /s/ Nicholas J. Swenson
Nicholas J. Swenson
Managing Member
|
|
/s/ Nicholas J. Swenson
Nicholas J. Swenson
|
/s/ Seth G. Barkett
Seth G. Barkett
|
|
/s/ William R. Foudray
William R. Foudray
|
|
/s/ Andrew L. Osborne
Andrew L. Osborne
|
|
/s/ John M. LaFontsee
John M. LaFontsee
|
|
/s/ Scott A. Ronan
Scott A. Ronan
|
|
/s/ Nicholas P Zaccagnini
Nicholas P. Zaccagnini
|
|
/s/ Ryan P. Buckley
Ryan P. Buckley
|
A.
|
Name, Age, Business Address and Residence Address
|
Name
|
Age
|
Business Address
|
Home Address
|
Nicholas J. Swenson
|
44
|
3033 Excelsior Blvd., Ste. 560
Minneapolis, MN 55416
|
3735 Glenhurst Ave.
St. Louis Park, MN 55416
|
Seth G. Barkett
|
29
|
495 West Mt. Garfield Rd.
Norton Shores, MI 49441
|
495 West Mt. Garfield Rd.
Norton Shores, MI 49441
|
William R. Foudray
|
42
|
444 Second St.
Excelsior, MN 55331
|
19192 Poplar Circle
Eden Prairie, MN 55347
|
Andrew L. Osborne
|
27
|
100 Fox Run Terrace
P.O. Box 655
Middleburg, VA 20118
|
100 Fox Run Terrace
P.O. Box 655
Middleburg, VA 20118
|
John M. LaFontsee
|
51
|
7220 Central Ave. NE
Fridley, MN 55432
|
4637 Flora Way N
Hugo, MN 55038
|
Scott A. Ronan
|
46
|
99 Stonetree Circle
Rochester Hills, MI 48309
|
99 Stonetree Circle
Rochester Hills, MI 48309
|
Nicholas P. Zaccagnini
|
32
|
550 W. Van Buren St.
Chicago, IL 60607
|
0N687 Fieldstone Lane
Geneva, IL 60134
|
Ryan P. Buckley
|
30
|
443 N. Clark, Ste. 200
Chicago, IL 60654
|
207 W. St. Paul, 2W
Chicago, IL 60614
|
Nick Swenson:
|
Mr. Swenson formed AO Partners I, L.P. in 2011 with the intention of investing his and his partners’ funds in small-cap companies such as Air T, Inc.. Since March, 2009, Mr. Swenson has been the Chief Executive Officer and a Portfolio Manager of Groveland Capital, LLC. Prior to forming Groveland Capital, Mr. Swenson was a Portfolio Manager and Partner at Whitebox Advisors, LLC, a multi-strategy hedge fund, from 2001 to 2009. From 1999 to 2001 he was a Research Analyst at Varde Partners, LLC, a partnership that specializes in distressed debt investing. He was an Associate in Corporate Finance at Piper Jaffray, Inc. Mr. Swenson has served a director of Air T, Inc. (AIRT) since August of 2012. He also currently serves as a Chairman of the board of Pro-Dex, Inc., a NASDAQ listed company (PDEX). Mr. Swenson has a B.A. degree in History from Middlebury College (1991) and an M.B.A. from the University of Chicago (1996).
|
Seth Barkett:
|
Mr. Barkett is president of RDA Capital Advisors, an equity research and advisory firm focused on micro-cap and small-cap stocks. His responsibilities include company and industry analysis as well as portfolio management. Mr. Barkett also serves as the Director of Research & Trading at Groveland Capital. Previously, Mr. Barkett was an associate at Storm Lake Capital, a merchant banking affiliate of Whitebox Advisors that invested in privately held distressed automotive suppliers. At Storm Lake Capital, Seth pursued management buyouts, recapitalizations, and corporate restructurings. He was involved in sourcing deal flow, executing due diligence, and managing portfolio investments. Mr. Barkett began his career as a financial analyst at Resource Land Holdings, a private equity firm with alternative investments in agriculture, timber, mining, and environmental assets. Mr. Barkett holds a B.A. in Business and Economics from Wheaton College.
|
Bill Foudray:
|
Mr. Foudray has over 20 years of financial services, bank, and equipment leasing leadership experience. In 1999, Mr. Foudray co-founded Fidelity National Capital, Inc. ("Fidelity") a subsidiary of Fidelity National Financial, Inc., a Fortune 500 company. William was instrumental in organically growing the company from a start-up to over $300M in leased assets. Over his nine years with the company, Fidelity became one of the leading third-party technology leasing companies in terms of customer retention, growth, and profitability. At Fidelity, Mr. Foudray served in numerous leadership roles including Vice President of Operations, Chief Financial Officer, and Executive Vice President. He also led the sale of the company to Winthrop Resources Corporation in 2009. In 2005, William founded EdenBay Investments which serves as a diversified real estate holding company. Mr. Foudray is a significant shareholder of Vantage Financial, a national equipment lessor which he co-founded in 2011, and currently serves as its Executive Vice President. He served for five years on the board of a Minnesota- based nonprofit organization and is active in several charitable organizations. Mr. Foudray earned an MBA from the University of Minnesota.
|
Andrew Osborne:
|
Since January, 2010, Mr. Osborne has been the Chief Executive Officer and Sole Managing Member of Kingsbury Run Capital, LLC, a concentrated value-oriented investment partnership. In addition to managing Kingsbury Run Capital, LLC, Mr. Osborne is a research analyst at Akre Capital Management, LLC, also since 2010. Mr. Osborne reports directly to the Chief Investment Officer of Akre, which manages approximately $2 Billion in client assets. Akre Capital Management focuses on investing in high quality public companies in a variety of industries. Mr. Osborne graduated from The Ohio State University in 2007.
|
John LaFontsee:
|
Mr. LaFontsee has 27 years of experience in the aviation support industry. He was responsible for operations such as commercial deicing, cargo handling, into-plane refueling, corporate FBO fueling, hangar and large business aviation maintenance. From 2008 to 2013, he was the CEO of Determan Brownie, Inc., a manufacturer of aircraft refueling equipment and refined fuel loading equipment for rail and truck terminals. He successfully sold Determan Brownie to Superior Industries in October of 2012 and is currently managing a portion of their business. From 1999 to 2007, Mr. LaFontsee was President of Regent Aviation, during which he built the company through the acquisition of complementary FBO operations. Regent was sold to Signature Flight Support in 2007. Prior to Regent, Mr. LaFontsee was a Regional Vice President at Signature Flight Support.
|
Scott Ronan:
|
With over 20 years of operational leadership experience, Mr. Ronan works closely with management teams to serve as a catalyst for operational improvement and strategic change. He has a track record of growing revenue and profitability in the manufacturing, services/assembly, and aftermarket segments of the automotive and heavy truck industries. He is currently an operating partner at Storm Lake Capital where he sources investment opportunities, leads operational due diligence, and executes post-transaction integration and restructuring efforts. From 2008 through early 2011, Mr. Ronan was the President of Whitebox Automotive Holdings, a conglomerate with $200 million of sales and over 300 employees. In this role, he analyzed core operations and implemented a financial and operational restructuring plan to consolidate operations and divest non-productive divisions to maximize stakeholder value. Prior to this role, Mr. Ronan spent seventeen years in various manufacturing, business development, and sales & marketing roles at ArvinMeritor. Most recently, he served as Program Director for Global Aftermarket Growth Initiatives. He was responsible for analyzing, developing, and implementing accelerated growth plans for ArvinMeritor’s global aftermarket business, which had sales of over $700 million. Some of his other roles included: Program Director for Axle Alliance Company (Freightliner Heavy-Duty Axles), Business Unit Director of North American Wheel Ends, Director of Marketing & Strategic Planning for Worldwide Braking Systems, and Director of New Business Development for Worldwide Commercial Vehicle Aftermarket Parts. Mr. Ronan received his B.A. in Merchandising Management from Michigan State University and his M.B.A. in Marketing from The Joseph M. Katz Graduate School of Business at the University of Pittsburgh.
|
Nick Zaccagnini:
|
Mr. Zaccagnini is a Director in Huron Consulting Group’s Financial Consulting practice. He has over ten years of experience in corporate restructuring and turnaround activity advising public and privately held companies. Mr. Zaccagnini is a Certified Insolvency and Restructuring Advisor (“CIRA”) and a Certified Turnaround Professional – Designate (“CTP-D”). Mr. Zaccagnini has significant air transport industry experience ranging from mainline to regional carriers, fixed base operators (“FBO”) and litigation issues surrounding an airport authority. He spent a large portion of his career advising United Airlines, Inc. in its Chapter 11 proceedings. Mr. Zaccagnini also assisted in creating an expert report for a binding arbitration between a regional airline and a mainline carrier regarding the rates for their regional Capacity Purchase Agreement. Furthermore, Mr. Zaccagnini provided acquisition due diligence services for a fixed base operator (“FBO”) for three acquisitions. In addition, he assisted in the production of expert testimony in a complaint related to the lease arrangement, terminal fee increases and related discriminatory actions between a consortium of 22 international airlines and a major international airport. He holds a Bachelor of Science degree with a concentration in Finance from the University of Illinois at Urbana-Champaign.
|
Ryan Buckley:
|
Mr. Buckley is a Vice President of Livingstone Partners LLC, an international investment banking boutique with nearly 70 professionals in Chicago, Düsseldorf, London, Madrid, and Beijing. Livingstone provides advisory services to both healthy and distressed middle market companies with regard to mergers and acquisitions and capital raising transactions with values up to $500 million. Ryan is one of Livingstone’s most tenured employees, joining the firm at its inception, and has been instrumental in supporting Livingstone’s growth and deal activity within the United States. He has completed transactions extending across both sell-side and buy-side M&A advisory work, capital raises consisting of senior and junior debt securities, preferred and common equity securities, and the rendering of both fairness and solvency opinions. Mr. Buckley leverages broad industry expertise with transaction experience in the industrial, aerospace & defense, business services, consumer, and healthcare sectors. His experience also includes advising on numerous cross-border transactions. Prior to Livingstone, Ryan worked as an investment banker at Brown Gibbons Lang & Co. in Chicago and in the workout group of Merrill Lynch Business Financial Services. Mr. Buckley holds a BBA from the Stephen M. Ross School of Business at the University of Michigan. Mr. Buckley is also series 63 and 79 licensed.
|
Name of Nominee
|
Class
|
Amount
|
Nicholas J. Swenson
|
Common
|
363,700(1)
|
Nicholas J. Swenson
|
Stock Options
|
2,500(2)
|
Seth G. Barkett
|
Common
|
363,700(1)
|
_______
|
(1)
|
All of the above shares are owned beneficially, by virtue of Mr. Swenson’s and Mr. Barkett’s membership in AO Partners I, L.P.
|
(2)
|
All of the above stock options were granted to Mr. Swenson for his service on the Company’s board during fiscal 2013.
|
Transaction Date
|
Number of Shares Purchased (Sold)
|
8/8/11
|
6,159
|
8/9/11
|
3,331
|
8/11/11
|
3,569
|
8/12/11
|
1,658
|
8/15/11
|
1,400
|
8/16/11
|
6,445
|
8/22/11
|
38
|
8/25/11
|
2,724
|
9/16/11
|
300
|
9/19/11
|
21,337
|
9/20/11
|
13,658
|
9/21/11
|
4,200
|
9/22/11
|
2,201
|
9/29/11
|
11,416
|
10/3/11
|
11,300
|
10/6/11
|
300
|
10/7/11
|
2,247
|
10/10/11
|
405
|
10/12/11
|
300
|
10/13/11
|
5,666
|
10/14/11
|
2,500
|
10/19/11
|
200
|
10/27/11
|
3,060
|
11/2/11
|
1,404
|
11/7/11
|
5,479
|
11/8/11
|
96
|
11/9/11
|
1,160
|
11/11/11
|
99
|
11/14/11
|
222
|
11/22/11
|
1,300
|
11/23/11
|
6,870
|
12/2/11
|
475
|
12/16/11
|
5,019
|
1/9/12
|
5,000
|
1/10/12
|
4,700
|
1/17/12
|
7,482
|
2/8/12
|
198
|
2/9/12
|
100
|
2/10/12
|
2,700
|
2/22/12
|
750
|
2/23/12
|
10,750
|
2/24/12
|
84
|
2/27/12
|
1,500
|
2/28/12
|
450
|
2/29/12
|
10,300
|
3/1/12
|
5,484
|
3/2/12
|
1,900
|
3/5/12
|
806
|
3/6/12
|
17,880
|
3/7/12
|
581
|
3/8/12
|
3,400
|
3/9/12
|
27,300
|
3/12/12
|
4,207
|
3/13/12
|
1,683
|
3/14/12
|
1,882
|
3/15/12
|
2,401
|
3/16/12
|
1,500
|
3/19/12
|
4,451
|
3/20/12
|
5,200
|
3/22/12
|
3,096
|
3/23/12
|
928
|
3/26/12
|
100
|
3/30/12
|
1,608
|
4/2/12
|
3,168
|
4/3/12
|
4,895
|
4/5/12
|
1,100
|
4/11/12
|
4,874
|
4/12/12
|
4,000
|
4/13/12
|
100
|
4/16/12
|
30
|
4/17/12
|
4,319
|
4/18/12
|
232
|
4/20/12
|
2,300
|
4/23/12
|
1,100
|
4/27/12
|
300
|
5/1/12
|
6,300
|
5/2/12
|
4,001
|
5/4/12
|
1,900
|
5/10/12
|
1,300
|
5/15/12
|
215
|
5/21/12
|
5,645
|
6/7/12
|
3,687
|
6/8/12
|
1,775
|
6/11/12
|
158
|
6/12/12
|
1
|
6/14/12
|
4,000
|
6/15/12
|
500
|
6/18/12
|
802
|
6/19/12
|
694
|
6/20/12
|
300
|
6/29/12
|
200
|
7/18/12
|
1,203
|
7/27/12
|
1,200
|
8/3/12
|
200
|
8/6/12
|
1,025
|
8/7/12
|
950
|
8/9/12
|
1,000
|
8/14/12
|
1,400
|
8/17/12
|
5,000
|
8/28/12
|
1
|
8/29/12
|
300
|
12/7/12
|
1,100
|
12/10/12
|
100
|
12/11/12
|
601
|
12/12/12
|
3,125
|
12/13/12
|
5,100
|
2/11/13
|
2,300
|
2/13/13
|
1,878
|
2/14/13
|
3,300
|
2/19/13
|
3,287
|
2/20/13
|
3,305
|
2/21/13
|
900
|
2/25/13
|
1,138
|
2/26/13
|
12,432
|
Total
|
363,700
|
Transaction Date
|
Number of Shares Purchased (Sold)
|
6/22/11
|
300
|
6/24/11
|
1,000
|
6/28/11
|
200
|
6/29/11
|
69
|
6/30/11
|
(69)
|
7/20/11
|
300
|
7/25/11
|
200
|
8/04/11
|
100
|
8/05/11
|
100
|
8/8/11
|
2,300
|
8/10/11
|
(200)
|
8/16/11
|
(4,300)
|
10/5/11
|
600
|
10/6/11
|
(600)
|
Total
|
0
|
Member of AO Partners Group
|
Shares Held Beneficially
|
Percent of Class
|
Shares Held By
Non-Participant Associates
|
AO Partners I, L.P.
3033 Excelsior Blvd., Suite 560
Minneapolis, Minnesota 55416
|
363,700
|
14.9%
|
0
|
AO Partners, LLC
3033 Excelsior Blvd., Suite 560
Minneapolis, Minnesota 55416
|
363,700
|
14.9%
|
0
|
Nicholas J. Swenson
3033 Excelsior Blvd., Suite 560
Minneapolis, Minnesota 55416
|
366,200(1)
|
14.97%
|
0
|
Seth G. Barkett
495 West Mt. Garfield Rd.
Norton Shores, MI 49441
|
363,700(2)
|
14.9%
|
0
|
(1)
|
Includes 2,500 stock options held by Mr. Swenson of record and 363,700 shares held by AO Partners I, L.P.
|
(2)
|
Includes shares held by AO Partners I, L.P.
|
|
Dated: May 2, 2013
|
|
Dated: May 2, 2013
|
|
Dated: May 2, 2013
|
|
Dated: May 2, 2013
|
|
Dated: May 2, 2013
|
|
Dated: May 2, 2013
|