0001144204-14-031616.txt : 20140516 0001144204-14-031616.hdr.sgml : 20140516 20140516134025 ACCESSION NUMBER: 0001144204-14-031616 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140516 DATE AS OF CHANGE: 20140516 GROUP MEMBERS: FUNDAMENTAL GLOBAL INVESTORS, LLC GROUP MEMBERS: FUNDAMENTAL GLOBAL PARTNERS GP, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SPECIAL DIVERSIFIED OPPORTUNITIES INC. CENTRAL INDEX KEY: 0000911649 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS CHEMICAL PRODUCTS [2890] IRS NUMBER: 561581761 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-47761 FILM NUMBER: 14850804 BUSINESS ADDRESS: STREET 1: 1521 CONCORD PIKE STREET 2: SUITE 301 CITY: WILMINGTON STATE: DE ZIP: 19803 BUSINESS PHONE: 3028247062 MAIL ADDRESS: STREET 1: 1521 CONCORD PIKE STREET 2: SUITE 301 CITY: WILMINGTON STATE: DE ZIP: 19803 FORMER COMPANY: FORMER CONFORMED NAME: SPECIAL DIVERSIFIED OPPORTUNITIES INC DATE OF NAME CHANGE: 20130717 FORMER COMPANY: FORMER CONFORMED NAME: STRATEGIC DIAGNOSTICS INC/DE/ DATE OF NAME CHANGE: 19970103 FORMER COMPANY: FORMER CONFORMED NAME: ENSYS ENVIRONMENTAL PRODUCTS INC /DE/ DATE OF NAME CHANGE: 19930907 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FUNDAMENTAL GLOBAL PARTNERS CENTRAL INDEX KEY: 0001557178 IRS NUMBER: 300734987 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 223 WILLIAMSON ROAD, SUITE 201 CITY: MOORESVILLE STATE: NC ZIP: 28117 BUSINESS PHONE: 704-323-6851 MAIL ADDRESS: STREET 1: 223 WILLIAMSON ROAD, SUITE 201 CITY: MOORESVILLE STATE: NC ZIP: 28117 SC 13D 1 v378962_sc13d.htm SC 13D

 

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

 

SCHEDULE 13D

(Rule 13d-101)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

 

Under the Securities Exchange Act of 1934

(Amendment No. ____)*

 

SPECIAL DIVERSIFIED OPPORTUNITIES INC.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

 

862700101

(CUSIP Number)

 

D. Kyle Cerminara

Fundamental Global Investors, LLC

4201 Congress Street, Suite 140

Charlotte, North Carolina 28209

(704) 323-6851

 

With a copy to:

 

Derek D. Bork

Thompson Hine LLP

3900 Key Center

127 Public Square

Cleveland, Ohio 44114

(216) 566-5500

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

 

May 9, 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 ☐.

 

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. 862700101 13D Page 2 of 8 Pages
     

 


1

NAME OF REPORTING PERSON

 

Fundamental Global Partners, LP

 
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ¨
(b) ¨
3

SEC USE ONLY

 

 
4

SOURCE OF FUNDS

 

WC

 
5

CHECK 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

  8

SHARED VOTING POWER

 

1,124,718

  9

SOLE DISPOSITIVE POWER

 

0

 10

SHARED DISPOSITIVE POWER

 

1,124,718

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON

 

1,124,718

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

5.3%

 
14

TYPE OF REPORTING PERSON

 

PN

 

  

 
 

 

CUSIP No. 862700101 13D Page 3 of 8 Pages
     

 


1

NAME OF REPORTING PERSON

 

Fundamental Global Partners GP, LLC

 
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ¨
(b) ¨
3

SEC USE ONLY

 

 
4

SOURCE OF FUNDS

 

AF

 
5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

 

¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

North Carolina

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
  7

SOLE VOTING POWER

 

0

  8

SHARED VOTING POWER

 

1,124,718

  9

SOLE DISPOSITIVE POWER

 

0

 10

SHARED DISPOSITIVE POWER

 

1,124,718

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON

 

1,124,718

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

5.3%

 
14

TYPE OF REPORTING PERSON

 

OO

 

 

 
 

 

CUSIP No. 862700101 13D Page 4 of 8 Pages
     

 


1

NAME OF REPORTING PERSON

 

Fundamental Global Investors, LLC

 
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ¨
(b) ¨
3

SEC USE ONLY

 

 
4

SOURCE OF FUNDS

 

AF

 
5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

 

¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

North Carolina

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
  7

SOLE VOTING POWER

 

0

  8

SHARED VOTING POWER

 

1,124,718

  9

SOLE DISPOSITIVE POWER

 

0

 10

SHARED DISPOSITIVE POWER

 

1,124,718

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON

 

1,124,718

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

5.3%

 
14

TYPE OF REPORTING PERSON

 

OO

 

 

 
 

 

CUSIP No. 862700101 13D Page 5 of 8 Pages
     

  

Item 1. Security and Issuer.

 

This Statement relates to the Common Stock, par value $0.01 per share (the “Common Stock”), of Special Diversified Opportunities Inc., a Delaware corporation (the “Company”). The Company reports that its principal executive offices are located at 1521 Concord Pike, Suite 301, Wilmington, Delaware 19803.

 

Item 2. Identity and Background.

 

This Statement is filed by (i) Fundamental Global Partners, LP (the “Fund”), a Delaware limited partnership, with respect to the Common Stock directly and beneficially owned by it, (ii) Fundamental Global Partners GP, LLC, a North Carolina limited liability company (the “General Partner”), as the general partner of the Fund, and (iii) Fundamental Global Investors, LLC, a North Carolina limited liability company (the “Investment Manager”), as the investment manager for the Fund.

 

Mr. D. Kyle Cerminara is the Chief Executive Officer, Partner and Manager of the Investment Manager and Partner and Manager of the General Partner. Mr. Lewis M. Johnson is the President, Partner and Manager of the Investment Manager and Partner and Manager of the General Partner. Mr. Joseph H. Moglia is Chairman and Partner of the Investment Manager and Partner of the General Partner.

 

Each of the Fund, the General Partner, the Investment Manager and Messrs. Cerminara, Johnson and Moglia is referred to herein as a “Reporting Person” and collectively as the “Reporting Persons.” The Reporting Persons are filing this Statement jointly. Neither the fact of this filing nor anything contained herein shall be deemed to be an admission by any of the Reporting Persons that they constitute a “group.”

 

The principal business of the Fund is serving as a private investment fund. The principal business of the General Partner is to provide investment advisory and management services to private investment funds, including the Fund. The General Partner has delegated the management of the Fund’s investment program to the Investment Manager. The principal business of the Investment Manager is to provide investment advisory services, including to the Fund. The principal occupation of Messrs. Cerminara and Johnson is serving as investment managers and advisors. The principal occupation of Mr. Moglia is serving as Chairman of the Investment Manager, Chairman of TD Ameritrade, and Head Football Coach for Coastal Carolina University. Each of Messrs. Cerminara, Johnson and Moglia is a U.S. citizen. The business address of each of the Reporting Persons is 4201 Congress Street, Suite 140, Charlotte, North Carolina 28209.

 

None of the Reporting Persons or any of their partners, managers, officers or other controlling persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

 

None of the Reporting Persons or any of their partners, managers, officers or other controlling persons has, during the last five years, been a 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 violation with respect to such laws.

 

 
 

 

CUSIP No. 862700101 13D Page 6 of 8 Pages
     

  

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

 

The source of funds used in purchasing the Common Stock was working capital of the Fund. The total cost for purchasing the Common Stock reported in this Statement, including brokerage commissions, was $1,238,504.87.

 

Item 4. Purpose of Transaction.

 

The Reporting Persons acquired the Common Stock reported in this Statement for investment purposes. The Reporting Persons may in the future acquire additional shares of Common Stock or dispose of some or all of the shares of Common Stock held by the Reporting Persons in open-market transactions or privately negotiated transactions, on such terms and at such times as the Reporting Persons may deem advisable. The Reporting Persons may engage in short selling or hedging or similar transactions with respect to the Common Stock, on such terms and at such times as the Reporting Persons may deem advisable.

 

None of the Reporting Persons has any present plan or proposal that would result in any of the actions described in paragraphs (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons reserve the right in the future to formulate any such plans or proposals, and to take any actions with respect to their investments in the Company, including any or all of the actions described in paragraphs (a) through (j) of Item 4 of Schedule 13D.

 

Item 5. Interest in Securities of the Issuer.

(a)         The Reporting Persons beneficially own in the aggregate 1,124,718 shares of Common Stock, which represents approximately 5.3% of the Company’s outstanding shares of Common Stock. The Fund directly holds the number and percentage of shares of Common Stock disclosed as beneficially owned by it in the applicable table set forth on the cover page to this Statement. None of the other Reporting Persons directly hold any of the shares of Common Stock disclosed in this Statement.

 

Each percentage ownership of shares of Common Stock set forth in this Statement is based on the 21,027,640 shares of Common Stock reported by the Company as outstanding as of April 18, 2014 in its Amendment No. 1 to Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 30, 2014.

 

The General Partner, as general partner to the Fund, and the Investment Manager, as the investment manager to the Fund, may be deemed to be beneficial owners of the shares of Common Stock disclosed as directly owned by the Fund in this Statement. As principals of the General Partner and the Investment Manager, Messrs. Cerminara, Johnson and Moglia may be deemed to be beneficial owners of the shares of Common Stock disclosed as directly owned by the Fund in this Statement. Each of the General Partner, the Investment Manager and Messrs. Cerminara, Johnson and Moglia expressly disclaim beneficial ownership of the Fund’s shares of Common Stock.

 

(b)         The Fund beneficially owns, and has the shared power to direct the voting and disposition of, the shares of Common Stock disclosed as beneficially owned by the Fund in the applicable table set forth on the cover page to this Statement. The General Partner, as the general partner of the Fund, has the shared power to direct the voting and disposition of the shares of Common Stock held by the Fund. The Investment Manager, as the investment manager of the Fund, has the shared power to direct the voting and disposition of the shares of Common Stock held by the Fund. Messrs. Cerminara, Johnson and Moglia, as principals of the General Partner and the Investment Manager, may also be deemed to have the shared power to direct the voting and disposition of the shares of Common Stock held by the Fund.

 

 
 

 

CUSIP No. 862700101 13D Page 7 of 8 Pages
     

 

(c)         The transactions effected by each of the Reporting Persons in the Common Stock during the past 60 days is set forth on Schedule A to this Statement. Each of these transactions was effected through the open market.

 

(d)         Not applicable.

 

(e)         Not applicable.

 

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

 

Pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the Reporting Persons have entered into an agreement with respect to the joint filing of this Statement, which agreement is set forth on the signature page to this Statement.

 

 
 

 

CUSIP No. 862700101 13D Page 8 of 8 Pages
     

  

SIGNATURE

 

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this Statement is true, complete and correct.

 

In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of this Statement on Schedule 13D with respect to the Common Stock of the Company.

 

Dated: May 16, 2014

 

FUNDAMENTAL GLOBAL PARTNERS, LP,  
by Fundamental Global Partners GP, LLC, its general partner  
   
/s/  D. Kyle Cerminara  
D. Kyle Cerminara  
Partner and Manager  
   
FUNDAMENTAL GLOBAL PARTNERS GP, LLC  
   
/s/  D. Kyle Cerminara  
D. Kyle Cerminara  
Partner and Manager  
   
FUNDAMENTAL GLOBAL INVESTORS, LLC  
   
/s/  D. Kyle Cerminara  
D. Kyle Cerminara  
Chief Executive Officer, Partner and Manager  
   
/s/  D. Kyle Cerminara  
D. Kyle Cerminara  
   
/s/  Lewis M. Johnson  
Lewis M. Johnson  
   
/s/  Joseph H. Moglia  
Joseph H. Moglia  

 

 
 

 

Schedule A

 

Transactions by Fundamental Global Partners, LP in the Common Stock

of the Company during the past 60 days:

 

Transaction Date  Number of Shares
Bought/(Sold)
   Price Per
Share ($)
 
03/31/14   100   $1.19000 
04/25/14   100   $1.18000 
04/28/14   100   $1.18000 
04/30/14   100   $1.18000 
05/09/14   53,300   $1.18636 
05/12/14   10,000   $1.19000 
05/13/14   10,000   $1.19000