0001325533-18-000003.txt : 20180831 0001325533-18-000003.hdr.sgml : 20180831 20180831160747 ACCESSION NUMBER: 0001325533-18-000003 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20180831 DATE AS OF CHANGE: 20180831 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SMTC CORP CENTRAL INDEX KEY: 0001108320 STANDARD INDUSTRIAL CLASSIFICATION: PRINTED CIRCUIT BOARDS [3672] IRS NUMBER: 980197680 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-60537 FILM NUMBER: 181050228 BUSINESS ADDRESS: STREET 1: 7050 WOODBINE AVENUE STREET 2: SUITE 300 CITY: MARKHAM STATE: A6 ZIP: L3R4G8 BUSINESS PHONE: 9054791810 MAIL ADDRESS: STREET 1: 7050 WOODBINE AVENUE STREET 2: SUITE 300 CITY: MARKHAM STATE: A6 ZIP: L3R4G8 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Red Oak Partners, LLC CENTRAL INDEX KEY: 0001325533 IRS NUMBER: 020673129 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 150 E PALMETTO PARK ROAD STREET 2: SUITE 800 CITY: BOCA RATON STATE: FL ZIP: 33432 BUSINESS PHONE: 6466883436 MAIL ADDRESS: STREET 1: 1441 BROADWAY STREET 2: SUITE 5022 CITY: NEW YORK STATE: NY ZIP: 10018 SC 13D/A 1 smtx2018082813da10.htm MacPac 8.0 Normal template


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


SCHEDULE 13D


Under the Securities Exchange Act of 1934

(Amendment No.  10)*


SMTC Corporation

(Name of Issuer)


Common Stock, $0.01 Par Value

(Title of Class of Securities)


832682207

(CUSIP Number)


RED OAK PARTNERS, LLC

Attn: David Sandberg

150 E Palmetto Park Road, Suite 800

Boca Raton, FL 33482

(212) 614-8952

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



                                       August 28, 2018                                    

(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. 832682207




1

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only).

David Sandberg

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)

AF

5

CHECK 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

8

SHARED VOTING POWER

5,598,666

9

SOLE DISPOSITIVE POWER

10

SHARED DISPOSITIVE POWER

5,598,666

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

5,598,666

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)

       24.3%1

14

TYPE OF REPORTING PERSON (See Instructions)

IN





CUSIP No. 832682207




1

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only).

Red Oak Partners, 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)

AF

5

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

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Florida

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

7

SOLE VOTING POWER

8

SHARED VOTING POWER

4,677,295

9

SOLE DISPOSITIVE POWER

10

SHARED DISPOSITIVE POWER

4,677,295

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

4,677,295

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)

20.3%1

14

TYPE OF REPORTING PERSON (See Instructions)

OO













1

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only).

The Red Oak Fund, L.P.

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)

WC

5

CHECK 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

8

SHARED VOTING POWER

1,271,725

9

SOLE DISPOSITIVE POWER

10

SHARED DISPOSITIVE POWER

1,271,725

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,271,725

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)

5.5%1

14

TYPE OF REPORTING PERSON (See Instructions)

PN









1

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only).

The Red Oak Long Fund, L.P.

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)

WC

5

CHECK 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

8

SHARED VOTING POWER

818,420

9

SOLE DISPOSITIVE POWER

10

SHARED DISPOSITIVE POWER

818,420

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

818,420

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)

3.5%1

14

TYPE OF REPORTING PERSON (See Instructions)

PN








1

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only).

The Red Oak Institutional Founders Long Fund, L.P.

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)

WC

5

CHECK 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

8

SHARED VOTING POWER

1,820,182

9

SOLE DISPOSITIVE POWER

10

SHARED DISPOSITIVE POWER

1,820,182

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,820,182

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)

7.9%1

14

TYPE OF REPORTING PERSON (See Instructions)

PN








 1

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only).

Pinnacle Capital Partners, 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)

AF

5

CHECK 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

8

SHARED VOTING POWER

766,968

9

SOLE DISPOSITIVE POWER

10

SHARED DISPOSITIVE POWER

766,968

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

766,968

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)

3.3%1

14

TYPE OF REPORTING PERSON (See Instructions)

OO


 








1

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only).

Pinnacle Opportunities Fund, LP

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)

WC

5

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

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Colorado

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

7

SOLE VOTING POWER

8

SHARED VOTING POWER

766,968

9

SOLE DISPOSITIVE POWER

10

SHARED DISPOSITIVE POWER

766,968

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

766,968

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)

3.3%1

14

TYPE OF REPORTING PERSON (See Instructions)

PN







This Amendment No. 10 (“Amendment No. 10”) to Schedule 13D amends and supplements the statement on Schedule 13D originally filed by Red Oak Partners, LLC (the “Reporting Persons”) on February 4, 2009, as amended by amendments 1 through 9 (as amended, the “Schedule 13D”) relating to the common stock, par value $.01 per share (the “Common Stock”), of SMTC Corporation, a Delaware corporation (the “Issuer”).  The principal executive offices of the Issuer are located at 7050 Woodbine Ave., Markham, Ontario, Canada L3R 4G8.  Except as specifically amended and supplemented by this Amendment No. 10, all other provision of the Schedule 13D remain in full force and effect.  Unless otherwise indicated, each capitalized term used but not defined herein shall have the meaning assigned to such term in the Schedule 13D.

Item 4.  Purpose of Transaction.

Item 4 is hereby amended to add the following:


On July 17, 2018, Red Oak Partners entered into a backstop agreement (the “Backstop Agreement”) with the Issuer whereby it agreed to exercise basic and over-subscription privileges on behalf of certain Reporting Persons in connection with a rights offering (the “Rights Offering”) to be conducted by the Issuer.  On July 23, 2018, the Issuer filed a Form 8-K with the Securities and Exchange Commission reporting details on the Backstop Agreement and the Rights Offering.  Transactions reported under Item 5(c) of this Amendment No. 10 were executed pursuant to the Backstop Agreement.


Item 5.  Interest in Securities of the Issuer.

(a)

The aggregate percentage of the Company’s outstanding shares reported owned by each Reporting Person is based on 23,081,278 shares of Common Stock of SMTC Corporation expected to be outstanding following the distribution of shares pursuant to the Rights Offering commencing on August 29, 2018, as reported in the Issuer’s Form 8-K filed with the Securities and Exchange Commission on August 29, 2018. Each Reporting Person disclaims beneficial ownership with respect to any shares of Common Stock other than the shares owned directly and of record by such Reporting Person.


Red Oak Partners beneficially owns 4,677,295 shares of Common Stock, representing 20.3% of all the outstanding shares of Common Stock.  The Funds are each controlled by Red Oak Partners.  Therefore, Red Oak Partners may be deemed to beneficially own (i) the 1,271,725 shares of Common Stock held by Red Oak Fund, (ii) the 818,420 shares of Common Stock held by Red Oak Long Fund, (iii) the 1,820,182 shares of Common Stock held by Red Oak Founders Fund, and (iv) the 766,968 shares of Common Stock held by Pinnacle Fund.

 

Mr. Sandberg beneficially owns 5,598,666 shares of Common Stock, representing 24.3% of all the outstanding shares of Common Stock.  Mr. Sandberg, as the managing member of Red Oak Partners, also may be deemed to beneficially own the 4,677,295 shares of Common Stock beneficially owned by Red Oak Partners through the Funds.  Mr. Sandberg directly owns 921,371 share shares of Common Stock, representing 4.0% of all the outstanding shares of Common Stock.


Red Oak Fund may be deemed to beneficially own 1,271,725 shares of Common Stock, representing 5.5% of all the outstanding shares of Common Stock.  Red Oak Long Fund may be deemed to beneficially own 818,420 shares of Common Stock, representing 3.5% of all the outstanding shares of Common Stock.  Red Oak Founders Fund may be deemed to beneficially own 1,820,182 shares of Common Stock, representing 7.9% of all the outstanding shares of Common Stock.  Pinnacle Fund may be deemed to beneficially own 766,968 shares of Common Stock, representing 3.3% of all the outstanding shares of Common Stock.  


(b)

Mr. Sandberg may be deemed to have shared voting and dispositive power with respect to (i) the 921,371 shares of Common Stock held directly by Mr. Sandberg, (ii) the 1,271,725 shares of Common Stock held by Red Oak Fund,  (iii) the 1,820,182 shares of Common Stock held by Red Oak Founders Fund, (iv) the 818,420 shares of Common Stock held by Red Oak Long Fund, and (v) the 766,968 shares of Common Stock held by Pinnacle Fund.  No Fund shares with any other Fund voting or dispositive power with respect to the shares such Fund beneficially owns.


(c)

Transactions by the Reporting Persons effected in Common Stock that have taken place in the last sixty days are as follows:


Name

Date

Buy/Sell

Quantity

Price

The Red Oak Fund, LP

8/28/2018

Buy

106,502

2.250

The Red Oak Long Fund, LP

8/28/2018

Buy

230,794

2.250

The Red Oak Institutional Founders Long Fund, LP

8/28/2018

Buy

1,753,579

2.250

David Sandberg

8/28/2018

Buy

222,222

2.250


(d)

Not applicable.


(e)

Not applicable.







SIGNATURE

After reasonable inquiry and to best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: August 31, 2018


By:

/s/ David Sandberg

Name:

David Sandberg



RED OAK PARTNERS, LLC


By:

/s/ David Sandberg

Name:

David Sandberg

Title:

Managing Member


THE RED OAK FUND, L.P.


By:

RED OAK PARTNERS, LLC,

its general partner


By:

/s/ David Sandberg

Name:

David Sandberg

Title:

Managing Member


THE RED OAK INSTITUTIONAL FOUNDERS LONG FUND, L.P.


By:

RED OAK PARTNERS, LLC,

its general partner


By:

/s/ David Sandberg

Name:

David Sandberg

Title:

Managing Member


THE RED OAK LONG FUND, L.P.


By:

RED OAK PARTNERS, LLC,

its general partner


By:

/s/ David Sandberg

Name:

David Sandberg

Title:

Managing Member


PINNACLE CAPITAL PARTNERS, LLC


By:

RED OAK PARTNERS, LLC,

its controlling member


By:

/s/ David Sandberg

Name:

David Sandberg

Title:

Managing Member


PINNACLE OPPORTUNITIES FUND, LP


By:

PINNACLE CAPITAL PARTNERS, LLC,

its general partner


By:

/s/ David Sandberg

Name:

David Sandberg

Title:

Managing Member

Footnotes

1Based on 23,081,278 shares of Common Stock of SMTC Corporation expected to be outstanding following the distribution of Common Stock commencing August 29, 2018, as reported in SMTC Corporation’s Form 8-K filed with the Securities and Exchange Commission on August 29, 2018.