0001596770-16-000140.txt : 20160615 0001596770-16-000140.hdr.sgml : 20160615 20160615160113 ACCESSION NUMBER: 0001596770-16-000140 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20160615 DATE AS OF CHANGE: 20160615 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Covisint Corp CENTRAL INDEX KEY: 0001563699 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 262318591 STATE OF INCORPORATION: MI FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-87856 FILM NUMBER: 161715332 BUSINESS ADDRESS: STREET 1: 26533 EVERGREEN RD., SUITE 500 CITY: SOUTHFIELD STATE: MI ZIP: 48076 BUSINESS PHONE: 2484832000 MAIL ADDRESS: STREET 1: 26533 EVERGREEN RD., SUITE 500 CITY: SOUTHFIELD STATE: MI ZIP: 48076 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Roumell Asset Management, LLC CENTRAL INDEX KEY: 0001331693 IRS NUMBER: 522145132 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 2 WISCONSIN CIR STREET 2: SUITE 660 CITY: CHEVY CHASE STATE: MD ZIP: 20815 BUSINESS PHONE: 301-656-8500 MAIL ADDRESS: STREET 1: 2 WISCONSIN CIR STREET 2: SUITE 660 CITY: CHEVY CHASE STATE: MD ZIP: 20815 SC 13D/A 1 schedule13da.htm SCHEDULE 13D/A 6-15-16 schedule13da.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549

SCHEDULE 13D/A
(Amendment No. 2)

Under the Securities Exchange Act of 1934


Covisint Corporation
(Name of Issuer)

Common Stock, no par value
(Title of Class of Securities)

22357R103
(CUSIP Number)

James C. Roumell
Roumell Asset Management, LLC
2 Wisconsin Circle, Suite 660
Chevy Chase, MD  20815
(301) 656-8500
 (Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

June 15, 2016
 (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 Rules 13d-1(e), 13d-1(f) or 13d-1(g), check the following box.  o
 
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).
 
 

 

 
 
 

 

 
1
Name of Reporting Person/
I.R.S. Identification No. of Above Person (Entities Only)
 
Roumell Asset Management, LLC
52-2145132
 
2
 
Check the Appropriate Box if a Member of a Group
(a)  ¨
(b)  ¨
 
3
    SEC Use Only
SEC USE ONLYSEC Use Only   SEC
 
4
 
Source of Funds (See Instructions)                                                                             OO
 
 
5
 
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ¨
 
 
6
 
Citizenship or Place of Organization                                                                             Maryland
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
 
7
 
Sole Voting Power                                                                1,166,925*
 
8
 
 
Shared Voting Power                                                              806,507**
 
9
 
Sole Dispositive Power                                                         1,166,925*
 
10
 
Shared Dispositive Power                                                        806,507**
 
11
 
Aggregate Amount Beneficially Owned by Each Reporting Person
1,972,432
 
12
 
Check if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
(See Instructions)                                                                                     Not Applicable
 
13
 
Percent of Class Represented by Amount in Row (11)                                                                                     4.87%***
 
 
14
 
Type of Reporting Person       IA

*      These shares are deemed to be owned beneficially by Roumell Asset Management, LLC solely as a result of its discretionary power over such shares as investment advisor to the Roumell Opportunistic Value Fund (the “Fund”).
 
 
**    These shares are deemed to be owned beneficially by Roumell Asset Management, LLC (“RAM”) solely as a result of its discretionary power over such shares as investment adviser to its clients.

*** The denominator is based on the 40,512,356 shares of common stock outstanding as of June 2, 2016, as stated on the facing page of the Form 10-K for the year ended March 31, 2016 (the “Form 10-K”) filed by Covisint Corporation.
 
2
 
 

 


 
1
 
Name of Reporting Person/
I.R.S. Identification No. of Above Person (Entities Only)
 
James C. Roumell (“Roumell”)
 
2
 
Check the Appropriate Box if a Member of a Group
(a)  ¨
(b)  ¨
 
3
   SEC Use Only
SEC USE ONLYSEC Use Only
 
4
 
Source of Funds (See Instructions)                                                                             PF
 
 
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                                                                1,210,405*
 
8
 
 
Shared Voting Power                                                              806,507**
 
9
 
Sole Dispositive Power                                                         1,210,405*
 
10
 
Shared Dispositive Power                                                       806,507**
 
11
 
Aggregate Amount Beneficially Owned by Each Reporting Person
2,016,912
 
12
 
Check if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
(See Instructions)                                                                                     Not Applicable
 
13
 
Percent of Class Represented by Amount in Row (11)                                                                                     4.98%
 
14
 
Type of Reporting Person       IN

 
*      Includes 1,166,925 shares of common stock held by the Fund.
 
**    Roumell is President of RAM and holds a controlling percentage of its outstanding voting securities and, as a result of his position with and ownership of securities of RAM, Roumell could be deemed the beneficial of the shares beneficially owned by RAM.
 
*** The denominator is based on the 40,512,356 shares of common stock outstanding as of June 2, 2016, as stated on the facing page of the Form 10-K.

3

 
 

 


Item 4.  Purpose of Transaction.

The Reporting Persons acquired shares of the common stock of Covisint Corporation (the "Issuer") as part of their ordinary course of business for investment purposes, based on their belief that the Issuer’s stock is undervalued and represents an attractive investment opportunity.  As previously reported, as of May 17, 2016, the Reporting Persons decided to send a letter to the Issuer’s board of directors to encourage the hiring of an investment banker to review the Issuer’s strategic options, including the potential sale of the Issuer.  Accordingly, the Reporting Persons sent a letter, dated May 18, 2016, to the Issuer’s board of directors.  A copy of that letter was filed as Exhibit 7.02 to the original Schedule 13D filed on May 18, 2016 (the “Original 13D”) and is incorporated herein by this reference. On June 15, 2016, the Reporting Persons sent a letter to the Issuer’s chief executive officer encouraging the Issuer to evaluate strategic options, including the potential sale of the company.  A copy of this letter is being filed as Exhibit 7.04 to this amendment.

The Reporting Persons may also enter into discussions with third parties and other stockholders.  The Reporting Persons, in the ordinary course of business, regularly review their equity interest in the Issuer.  The Reporting Persons have no current intention to purchase additional securities of the Issuer.  While the Reporting Persons have no present intention to dispose of all or any portion of the shares of Issuer common stock beneficially owned by them, Roumell Asset Management may be required to sell shares of the Issuer’s common stock from time to time to accommodate client requests to transfer or liquidate their accounts.  Any such sales of securities of the Issuer may be in the open market, privately negotiated transactions or otherwise.

Depending on their assessment of the foregoing factors, the Reporting Persons may, from time to time, modify their present intention as stated in this Item 4.

Except as set forth above, the Reporting Persons do not have at this time any specific plans which would result in (a) the acquisition by the Reporting Persons of additional securities of the Issuer or the disposition by the Reporting Persons of securities of the Issuer; (b) any extraordinary corporate transactions such as a merger, reorganization or liquidation involving the Issuer or any of its subsidiaries; (c) any sale or transfer of a material amount of the assets of the Issuer or of any of its subsidiaries; (d) any change in the present management or board of directors, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board of directors; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer’s business or corporate structure; (g) any change in the Issuer’s charter or bylaws which may impede the acquisition of control of the Issuer by any person; (h) the Issuer’s common stock being delisted from a national securities exchange or ceasing to be authorized to be quoted in an inter-dealer quotation system or a registered national securities association; (i) causing a class of equity securities of the Issuer to become eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or (j) any action similar to those enumerated above.

Item 5.  Interest in Securities of the Issuer.

(a)           See Items 11 and 13 of the cover pages of this Schedule 13D/A, which Items are incorporated herein by reference, for the aggregate number of shares and percentage of common stock beneficially owned by each of the Reporting Persons.

(b)           See Items 7, 8, 9 and 10 of the cover pages to this Schedule 13D/A, which Items are incorporated herein by reference, for the aggregate number of shares of common stock beneficially owned by each of the Reporting Persons as to which there is sole or shared power to vote or direct the vote and/or sole or shared power to dispose or to direct the disposition of such shares of common stock.
 
4
 
 

 
The 1,166,925 shares are deemed to be owned beneficially by Roumell Asset Management solely as a result of its discretionary power over such shares as investment advisor to the Fund. The 806,507 shares are deemed to be owned beneficially by Roumell Asset Management solely as a result of its discretionary investment power and, in most instances, voting power over such shares as investment adviser.  Roumell Asset Management has no economic interest in these shares.  Mr. Roumell is the President of Roumell Asset Management and holds a controlling percentage of its outstanding voting securities and, as a result of his position with and ownership of securities of Roumell Asset Management; Mr. Roumell could be deemed the beneficial owner of the shares beneficially owned by Roumell Asset Management and the Fund.

The percentage of the common stock set forth for each Reporting Person in this Item 5 was calculated based upon on the 40,512,356 shares of common stock outstanding as of June 2, 2016, as stated on the facing page of the Form 10-K for the year ended March 31, 2016, filed by the Issuer.

(c)           During the 60-day period ended June 15, 2016, Roumell Asset Management sold 4,700 shares of Issuer’s common stock on (i) May 19, 2016, for $7,271.37, (ii) May 20, 2016, 5,868 shares of common stock for $9,012.07, and  on June 2, 2016, 2,370 shares of common stock for $5,024.64, in each case exclusive of brokerage commissions. All sales were executed to accommodate client account liquidations and were conducted in the open market for cash.

The Fund and Mr. Roumell did not have any transactions in the Issuer’s common stock during the 60-day period ended June 15, 2016.

(d)           Roumell Asset Management’s advisory clients have the right to receive or direct the receipt of dividends from, or the proceeds from the sale of, the 806,507 shares of the Issuer’s common stock.  Investors in the Fund have the right to receive or direct the receipt of dividends from the 1,166,925 shares of the Issuer’s common stock, but proceeds from the sale of such shares become assets of the Fund.   Mr. Roumell has the right, through his personal account, to receive dividends from, or the proceeds from the sale of, the 43,480 shares of the Issuer’s common stock.

(e)           The Reporting Persons ceased to be beneficial owners of more than five percent of the Issuer’s outstanding common stock as of June 2, 2016.


Item 7.  Material to be Filed as Exhibits.

Exhibit 7.01
Form of Roumell Asset Management, LLC Investment Advisory Agreement (incorporated by reference to the Exhibit 7.01 to the Original 13D).

Exhibit 7.02
Letter to the Board of Directors of Covisint Corporation dated May 1, 2016 (incorporated by reference to the Exhibit 7.02 to the Original 13D).

Exhibit 7.03
Joint Filing Agreement by and among the Reporting Persons, dated May 18, 2016 (incorporated by reference to the Exhibit 7.03 to the Original 13D).
 
Exhibit 7.04
Letter to the Chief Executive Officer of Covisint Corporation dated June 15, 2016.
 
5
 
 

 


SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned Reporting Persons certifies that the information set forth in this statement with respect to him or it, as applicable, is true, complete and correct.

     
       
Date: June 15, 2016
By:
/s/ James C. Roumell  
    James C. Roumell  
       
       
 
     
  Roumell Asset Management, LLC  
       
Date: June 15, 2016
By:
/s/ James C. Roumell  
    James C. Roumell, President  
       
       

EX-7.04 2 exhibit7.htm EXHIBIT 7.04 exhibit7.htm
Exhibit 7.04

 
June 15, 2016

Mr. Sam Inman
Chief Executive Officer
Covisint Corporation
26533 Evergreen Rd., Suite 500
Southfield, MI 48076

Dear Sam:

Per our telephone conversation last week on June 6th, I want to reiterate our position that a costly proxy fight does not serve shareholders and should be avoided.  To that end, simply naming two new independent directors to run a strategic process and report their findings back to the Board, and to shareholders, seems very reasonable.  In this scenario, the company can continue marketing its platform, of which you seem to remain quite confident, and shareholders get to see what a third party would be willing to pay.

Upon returning from last week’s TU-Automotive Telematics conference in Novi, Michigan, it is our belief that the company will warrant a significant premium to its current stock price in a sale to a strategic buyer.  Underscoring the company’s belief in the strength of its Identity Management tools and its IoT platform, we confirmed that industry leaders, partners and customers remain very positive in the platform’s capabilities.  Industry contacts who are deeply familiar with competing platforms – Telit, Aeris, PTC’s ThingWorx, GE’s Predix and IBM’s Bluemix (the company’s chief competitor, as we understand, in last year’s Jaguar Land Rover contract win) – indicate to us the superior depth, complexity and sophistication of the company’s platform.  A key industry participant said flatly that the Covisint platform was the best platform among these leading IoT platforms.  We spoke directly to key customers who underscored their positive view of the platform’s capabilities, including a major automobile manufacturer who expects to expand its relationship with the company.  We were also happy to learn that a major beverage manufacturer appears to be a likely new portal customer.

Nonetheless, the primary reasons put forth for the lack of new subscription revenue were a lack of brand awareness and insufficient marketing heft.  Additionally, the 6 month delay in introducing the company’s IoT platform, finally rolled out in January of 2016, appears to have been a costly event.  Competitors with less robust platforms are described as possessing superior marketing and brand strength.  In the absence of new subscription revenue, we believe the company’s platform would be far better leveraged in the hands of a stronger, better capitalized entity.  Recent comparable transactions suggest a sales price would likely be meaningfully higher than the current share price.  To wit, in 2013, PTC purchased the IoT platform, and Covisint competitor, ThingWorx for $112 million, plus a possible earn-out of up to $18 million.  ThingWorx was reported to have only $10 million in revenue in the 12 months following the acquisition.  Multiple industry contacts inform us that the ThingWorx platform is two notches below Covisint’s platform’s capabilities.
 

 
 
 

 
 
One thing remains clear - shareholders should have the opportunity to make a decision as to whether or not to sell the company.  After all, we own the company.  The current Board owns very little stock and should not thwart the will of multiple large shareholders.

Respectfully,

/s/ Jim Roumell

Jim Roumell
President
Roumell Asset Management, LLC