0000892251-15-000141.txt : 20150730 0000892251-15-000141.hdr.sgml : 20150730 20150730083308 ACCESSION NUMBER: 0000892251-15-000141 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20150730 DATE AS OF CHANGE: 20150730 GROUP MEMBERS: GARRY ANDERLY GROUP MEMBERS: JASON R. HERR GROUP MEMBERS: MUTINY FUND I, LP GROUP MEMBERS: NEAL B. JANNOL GROUP MEMBERS: PAUL B. LUBER SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NORTECH SYSTEMS INC CENTRAL INDEX KEY: 0000722313 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPONENTS, NEC [3679] IRS NUMBER: 411681094 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-36416 FILM NUMBER: 151014520 BUSINESS ADDRESS: STREET 1: 1120 WAYZATA BLVD EAST STREET 2: SUITE 201 CITY: WAYZATA STATE: MN ZIP: 55391 BUSINESS PHONE: 9523452277 MAIL ADDRESS: STREET 1: 1120 WAYZATA BLVD EAST CITY: WAYZATA STATE: MN ZIP: 55391 FORMER COMPANY: FORMER CONFORMED NAME: DSC NORTECH INC DATE OF NAME CHANGE: 19901217 FORMER COMPANY: FORMER CONFORMED NAME: DIGIGRAPHIC SYSTEMS CORP DATE OF NAME CHANGE: 19881113 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Packer Kyle S. CENTRAL INDEX KEY: 0001587655 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 1482 AQUA VISTA DRIVE CITY: LAWRENCEBURG STATE: IN ZIP: 47025 SC 13D/A 1 sc13da2072315.htm SCHEDULE 13D AMENDMENT NO. 2
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
 (Amendment No. 2)*
Nortech Systems Incorporated
 (Name of Issuer)
Common Stock, $0.01 par value per share
 (Title of Class of Securities)
656553 104
 (CUSIP Number)
Kyle S. Packer
1482 Aqua Vista Drive
Lawrenceburg, Indiana 47025
(513) 703-9311
(Name, Address and Telephone Number of Person
 Authorized to Receive Notices and Communications)

Copies to:
Bryan A. Jacobs, Esq.
Keating Muething & Klekamp PLL
One East Fourth Street, Suite 1400
Cincinnati, Ohio 45202
(513) 562-1456
July 23, 2015
(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. 656553 104
    
1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Kyle S. Packer
  
 2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
 
 (a)  ☐
(b)  ☒
  
 3
SEC USE ONLY
 
 
  
 4
SOURCE OF FUNDS*
 
PF
  
 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
  
 
 
 
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
 
 7
SOLE VOTING POWER
 
8,700
  
 8
SHARED VOTING POWER
 
0
  
 9
SOLE DISPOSITIVE POWER
 
8,700
  
10
SHARED DISPOSITIVE POWER
 
0
  
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
8,700
 
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*  ☐
 
 
  
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.31%
 
  
 
14
TYPE OF REPORTING PERSON*
 
IN
  
Page 2 of 10

CUSIP No. 656553 104
    
1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Jason R. Herr
  
 2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
 
 (a)  ☒
(b)  ☐
  
 3
SEC USE ONLY
 
 
  
 4
SOURCE OF FUNDS*
 
PF
  
 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
  
 
 
 
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
 
 7
SOLE VOTING POWER
 
35,000
  
 8
SHARED VOTING POWER
 
0
  
 9
SOLE DISPOSITIVE POWER
 
35,000
  
10
SHARED DISPOSITIVE POWER
 
0
  
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
35,000
 
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*  ☐
 
 
  
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.27%
 
  
14
TYPE OF REPORTING PERSON*
 
IN
  
Page 3 of 10

CUSIP No. 656553 104
    
1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Paul B. Luber
  
 2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
 
 (a)  ☐
(b)  ☒
  
 3
SEC USE ONLY
 
 
 
  
 4
SOURCE OF FUNDS*
PF
  
 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
  
 
 
 
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
 
 7
SOLE VOTING POWER
 
56,000
  
 8
SHARED VOTING POWER
 
0
  
 9
SOLE DISPOSITIVE POWER
 
56,000
  
10
SHARED DISPOSITIVE POWER
 
0
  
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
56,000
 
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*  ☐
 
 
  
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
2.04%
 
  
14
TYPE OF REPORTING PERSON*
 
IN
  
Page 4 of 10

CUSIP No. 656553 104
    
1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Mutiny Fund I, LP
  
 2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
 
 (a)  ☐
(b)  ☒
  
 3
SEC USE ONLY
 
 
  
 4
SOURCE OF FUNDS*
 
PF
  
 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
 
35,000
  
 8
SHARED VOTING POWER
 
0
  
 9
SOLE DISPOSITIVE POWER
 
35,000
  
10
SHARED DISPOSITIVE POWER
 
0
  
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
35,000
 
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*  ☐
 
 
  
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.27%
 
  
14
TYPE OF REPORTING PERSON*
 
OO
  

Page 5 of 10

CUSIP No. 656553 104
    
1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Neal B. Jannol
  
 2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
 
 (a)  ☐
(b)  ☒
  
 3
SEC USE ONLY
 
 
  
 4
SOURCE OF FUNDS*
PF
  
 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
  
 
 
 
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
 
 7
SOLE VOTING POWER
 
57,500
  
 8
SHARED VOTING POWER
 
0
  
 9
SOLE DISPOSITIVE POWER
 
57,500
  
10
SHARED DISPOSITIVE POWER
 
0
  
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
57,500
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*  ☐
 
 
  
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
2.09%
 
  
14
TYPE OF REPORTING PERSON*
 
IN
  
 

Page 6 of 10

CUSIP No. 656553 104
    
1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Gary Anderly
  
 2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
 
 (a)  ☐
(b)  ☒
  
 3
SEC USE ONLY
 
 
  
 4
SOURCE OF FUNDS*
 
PF
  
 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
  
 
 
 
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
 
 7
SOLE VOTING POWER
 
25,855
  
 8
SHARED VOTING POWER
 
0
  
 9
SOLE DISPOSITIVE POWER
 
25,855
  
10
SHARED DISPOSITIVE POWER
 
0
  
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
25,855
 
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*  ☐
 
 
  
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.94%
 
  
 
14
TYPE OF REPORTING PERSON*
 
IN
  
Page 7 of 10
 
Item 1. Security and Issuer
This Statement on Schedule 13D Amendment No. 2 ("Amendment") amends and restates the Schedule 13D filed June 24, 2015 (as amended by Amendment No. 1 filed on July 7, 2015, the "Schedule 13D") by Kyle S. Packer, Jason R. Herr, Paul B. Luber and Mutiny Fund I, LP (collectively, the Original Reporting Persons") relating to the shares of the common stock, par value $0.01 per share (the "Common Stock") of Nortech Incorporated, a Minnesota corporation whose principal executive offices are located at 1120 Wayzata Blvd. E., Suite 201, Wayzata, Minnesota 55391 (the "Issuer"). The Original Reporting Persons as well as Neal B. Jannol, a United States citizen, and Garry Anderly, a United States citizen are each a "Reporting Person" and are collectively referred to herein as the "Reporting Persons". Unless otherwise indicated, all capitalized terms used herein shall have the meanings given to them in the Schedule 13D, and unless amended or supplemented hereby, all information previously filed remains in effect.
Item 2. Identity and Background
Item 2 of the Schedule 13D is hereby amended and supplemented by the addition of the following:
(a)-(c) This Schedule 13D is being filed jointly by the following Reporting Persons:

·
Garry Anderly, a citizen of the United States of America, whose principal residence address is 201 Irving Beach Drive S.W., Bermidji, Minnesota 56601 with a telephone number of (218) 760-0129.  Mr. Anderly is a retired Senior Vice President of the Issuer and is now a private investor.

 (f) Mr. Anderly is a citizen of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 of the Schedule 13D is hereby amended and restated as follows:
The Reporting Persons acquired the combined 218,055 shares of the Issuer's Common Stock through open-market purchases using personal funds and, in the case of Mutiny Fund I, LP using personal funds of its limited partners.
Item 4. Purpose of Transaction
Item 4 of the Schedule 13D is hereby amended and supplemented by the addition of the following:
During the week of July 13, 2015, Mr. Kyle Packer was contacted by Mr. Garry Anderly, a shareholder of the Issuer who at the time was unaffiliated with the Original Reporting Persons or Mr. Jannol. Mr. Anderly indicated to Mr. Packer that he had seen and read the Schedule 13D filing and that he shared views similar to those expressed therein about the Issuer's underperformance. Mr. Anderly expressed a desire to assist the Original Reporting Persons' and Mr. Jannol's efforts to effect change at the Issuer.
On July 23, 2015, the Original Reporting Persons formally asked Mr. Anderly to join their Section 13(d) group. Later that same day, Mr. Anderly accepted this offer.

Page 8 of 10
Item 5. Interest in Securities of the Issuer
Item 5 of the Schedule 13D is hereby amended and supplemented by the addition of the following:
 (d)            As of the date hereof, Garry Anderly  may be deemed to be the beneficial owner of 25,855 shares of Common Stock, constituting 0.94%, based upon 2,746,324 shares outstanding as of the date hereof.
Item 7. Material to Be Filed as Exhibits
99.1 Joint Filing Agreement (incorporated by reference to the Schedule 13D filed by the Original Reporting Persons on June 24, 2015)

99.2 Power of Attorney for Kyle S. Packer (incorporated by reference to the Schedule 13D filed by the Original Reporting Persons on June 24, 2015)

99.3 Power of Attorney for Jason R. Herr (incorporated by reference to the Schedule 13D filed by the Original Reporting Persons on June 24, 2015)

99.3 Power of Attorney for Paul B. Luber (incorporated by reference to the Schedule 13D filed by the Original Reporting Persons on June 24, 2015)

99.4 Power of Attorney for Mutiny Fund I, LP (incorporated by reference to the Schedule 13D filed by the Original Reporting Persons on June 24, 2015)

99.5 Letter to Board of Directors and CEO of Nortech Systems Incorporated (incorporated by reference to the Schedule 13D filed by the Original Reporting Persons on June 24, 2015)

99.6 Restated Joint Filing Agreement (incorporated by reference to Amendment No. 1 to the Schedule 13D filed by the Original Reporting Persons and Neal B. Jannol  on July 7, 2015)

99.7 Power of Attorney for Neal B. Jannol (incorporated by reference to Amendment No. 1 to the Schedule 13D filed by the Original Reporting Persons Neal B. Jannol  on July 7, 2015)

99.8 Second Restated Joint Filing Agreement (filed herewith)

99.9 Power of Attorney for Garry Anderly (filed herewith)

Page 9 of 10
SIGNATURE

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.

 
KYLE S. PACKER
 
By:  /s/ Kyle S. Packer                                                     
Date: July 28, 2015
 
 
JASON R. HERR
 
By:  /s/ Jason R. Herr                                                       
Date: July 28, 2015
 
 
PAUL B. LUBER
 
By:  /s/ Paul B. Luber                                                       
Date: July 28, 2015
 
 
MUTINY FUND I, LP
 
By: Mutiny Capital, LLC
Its: General Partner
 
By: /s/ Kyle S. Packer                                                      
Its: Managing Member
Date: July 28, 2015
 
 
NEAL B. JANNOL
 
By:  /s/ Neal B. Jannol                                                     
Date: July 28, 2015
 
 
GARRY ANDERLY
 
By:  /s/ Garry Anderly                                                     
Date: July 28, 2015


The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative.  If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of the filing person), evidence of the representative's authority to sign on behalf of such person shall be filed with the statement: provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference.  The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
 
 
 
 
Page 10 of 10
 EX-99.6 2 jointfilingagr.htm RESTATED JOINT FILING AGREEMENT
EXHIBIT 99.6

RESTATED JOINT FILING AGREEMENT

In accordance with Rule 13(d)-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock, $1.00 Par Value, of American Locker Group Incorporated and further agree that this Joint Filing Agreement be include as an exhibit to such statement.  This Joint Filing Agreement may be executed in any number of counterparts, all of which, taken together, shall constitute one and the same instrument.

IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of July 28, 2015.

 
/s/ Kyle S. Packer                                             
Name:  Kyle S. Packer
 
 
/s/ Jason R. Herr                                               
Name:  Jason R. Herr
 
 
/s/ Paul B. Luber                                               
Name:  Paul B. Luber
 
 
MUTINY FUND I, LP
 
By: Mutiny Capital, LLC
Its: General Partner
 
By: Kyle S. Packer                                            
Its: Managing Member
 
 
/s/ Neal B. Jannol                                             
Name:  Neal B. Jannol
 
 
/s/ Garry Anderly                                             
Name:  Garry Anderly

EX-99.7 3 poaanderly.htm GARRY ANDERLY POWER OF ATTORNEY

POWER OF ATTORNEY
Know by all these presents, that the undersigned, Garry Anderly, hereby makes, constitutes and appoints each of William J. Keating, Bryan A. Jacobs and Allison Westfall as the undersigned's attorneys-in-fact (the "Attorneys-In-Fact"), with full power and authority, including without limitation the power of substitution and resubstitution, acting together or separately, in the name of and for and on the behalf of the undersigned:
(a) For the purpose of complying with the requirements of the Securities Act of 1933, as amended, and the rules of the Securities and Exchange Commission (the "Commission") promulgated thereunder (collectively, the "Securities Act"), and the Securities Exchange Act of 1934, as amended, and the rules of the Commission promulgated thereunder (collectively, the "Exchange Act"), to prepare or cause to be prepared, execute, sign and file with the Commission and all applicable securities exchanges on behalf of the undersigned all statements, reports and other filings (including without limitation any amendments thereto) required to be filed by the undersigned under the Securities Act or the Exchange Act, including without limitation all Schedules 13D, Schedules 13G, Schedules 13E-3, Schedules 14D-1, and any amendments or exhibits thereto, with respect to the securities of Nortech Systems Incorporated (the "Issuer"); and
(b) To make, execute, acknowledge, and deliver such other documents, letters, and other writings, including communications to the Commission, and in general to do all things and to take all actions, which the Attorneys-In-Fact in his or her sole discretion may consider necessary or proper in connection with or to carry out the objective of complying with the Securities Act and the Exchange Act, as fully as could the undersigned if personally present and acting.  The Attorneys-In-Fact are hereby empowered to determine in his/her sole discretion the time or times when, purpose for and manner in which any power therein conferred upon him or her shall be exercised, and the conditions, provisions, or other contents or any report, instrument or other document which may be executed by him or her pursuant hereto.
The undersigned hereby ratifies all that the Attorneys-In-Fact or his or her substitute or substitutes shall do under the authority of this Power of Attorney.
The Attorneys-In-Fact shall have full power to make and substitute any other Attorneys-In-Fact in his or her place and stead.  The term "Attorneys-In-Fact" shall include the respective substitutes of any Attorneys-In-Fact.
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 Issuer assuming, any of the undersigned's responsibilities to comply with the Securities Act or the Exchange Act.
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to make filings with the Securities and Exchange Commission with respect to the undersigned's holdings of and transactions in securities issued by the Issuer, 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 28th day of July, 2015.

 
/s/ Garry Anderly                                                                      
Name:  Garry Anderly