-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SPOYCSOqWZU7KFUEvSkt2sBvQVEQANMuwRldyFqvyHIj2P43HTHdB7xBDOlPFgr9 Ey5WsnBkhjujIK4GcHedNg== 0001359824-10-000032.txt : 20100809 0001359824-10-000032.hdr.sgml : 20100809 20100809165123 ACCESSION NUMBER: 0001359824-10-000032 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20100809 DATE AS OF CHANGE: 20100809 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NAVARRE CORP /MN/ CENTRAL INDEX KEY: 0000911650 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-COMPUTER & PERIPHERAL EQUIPMENT & SOFTWARE [5045] IRS NUMBER: 411704319 STATE OF INCORPORATION: MN FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-42687 FILM NUMBER: 101002214 BUSINESS ADDRESS: STREET 1: 7400 49TH AVE N CITY: NEW HOPE STATE: MN ZIP: 55428 BUSINESS PHONE: 7635358333 MAIL ADDRESS: STREET 1: 7400 49TH AVE NORTH CITY: NEW HOPE STATE: MN ZIP: 55428 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SRB Management, L.P. CENTRAL INDEX KEY: 0001346543 IRS NUMBER: 000000000 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 300 CRESCENT COURT STREET 2: SUITE 1111 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 214-756-6073 MAIL ADDRESS: STREET 1: 300 CRESCENT COURT STREET 2: SUITE 1111 CITY: DALLAS STATE: TX ZIP: 75201 SC 13D 1 schedule13d.htm SCHEDULE 13D schedule13d.htm



 
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

NAVARRE CORPORATION


(Name of Issuer)

Common Stock


(Title of Class of Securities)

639208107


(CUSIP Number)

SRB Management, L.P.
Attn:  Steven R. Becker
Attn:  Matthew A. Drapkin
300 Crescent Court
Suite 1111
Dallas, Texas 75201
(214) 756-6016

With a copy to:

Richard J. Birns, Esq.
Boies, Schiller & Flexner LLP
575 Lexington Avenue, 7th Floor
New York, NY 10022
(212) 446-2300

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


July 29, 2010


(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: o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 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).

 
- 1 -

 

SCHEDULE 13D
 
CUSIP No. 639208107
1
NAME OF REPORTING PERSON / I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SRB Management, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (a) þ (b) ¨
3
SEC USE ONLY
4
SOURCE OF FUNDS (See Instructions)
OO
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
1,617,000
8
SHARED VOTING POWER
1,111,825
9
SOLE DISPOSITIVE POWER
1,617,000
10
SHARED DISPOSITIVE POWER
1,111,825
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,728,825
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.5%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA, PN
 

 

 

 
- 2 -

 

CUSIP No. 639208107
1
NAME OF REPORTING PERSON / I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SRB Greenway Opportunity Fund, (QP), L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (a) þ (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) o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
989,096
8
SHARED VOTING POWER
0
9
SOLE DISPOSITIVE POWER
989,096
10
SHARED DISPOSITIVE POWER
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
989,096
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.7%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
 
 

 
 
- 3 -

 

CUSIP No. 639208107
1
NAME OF REPORTING PERSON / I.R.S. IDENTIFICATION NO. OF ABOVE PERSON.
SRB Greenway Opportunity Fund, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (a) þ (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) o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
122,729
8
SHARED VOTING POWER
0
9
SOLE DISPOSITIVE POWER
122,729
10
SHARED DISPOSITIVE POWER
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
122,729
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.3%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN


 
- 4 -

 

CUSIP No. 639208107
1
NAME OF REPORTING PERSON / I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BC Advisors, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (a) þ (b) ¨
3
SEC USE ONLY
4
SOURCE OF FUNDS (See Instructions)
OO
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
0
8
SHARED VOTING POWER
2,728,825
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
2,728,825
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,728,825
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.5%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA, OO


 
- 5 -

 

CUSIP No. 639208107
1
NAME OF REPORTING PERSON / I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Steven R. Becker
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (a) þ (b) ¨
3
SEC USE ONLY
4
SOURCE OF FUNDS (See Instructions)
OO
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
0
8
SHARED VOTING POWER
2,728,825
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
2,728,825
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,728,825
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.5%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN


 
- 6 -

 

CUSIP No. 639208107
1
NAME OF REPORTING PERSON / I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Matthew A. Drapkin
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) þ (b) ¨
3
SEC USE ONLY
4
SOURCE OF FUNDS (See Instructions)
OO
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
0
8
SHARED VOTING POWER
2,728,825
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
2,728,825
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,728,825
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.5%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN

 
- 7 -

 

Item 1.
Security and the Issuer
 
 
This statement on Schedule 13D (this “Statement”) relates to the shares of Common Stock, no par value (the “Common Stock”), of Navarre Corporation, a Minnesota corporation (the “Issuer”).  The principal executive offices of the Issuer are located at 7400 49th Avenue North, New Hope, Minnesota 55428.
 
Item 2.
Identity and Background
 
 
(a) This Statement is filed jointly on behalf of the following persons (collectively, the “Reporting Persons”):  SRB Management, L.P., a Texas limited partnership (“SRB Management”); SRB Greenway Opportunity Fund, (QP), L.P., a Texas limited partnership (“Greenway Opportunity QP”); SRB Greenway Opportunity Fund, L.P., a Texas limited partnership (“Greenway Opportunity, L.P.”); BC Advisors, LLC, a Texas limited liability company (“BCA”); Steven R. Becker (“Mr. Becker”); and Matthew A. Drapkin (“Mr. Drapkin”).  The Reporting Persons are filing this Statement jointly, and the agreement among the Reporting Persons to file jointly is attached hereto as Exhibit 1 and incorporated herein by reference (the “Joint Filing Agreement”).
 
Greenway Opportunity QP and Greenway Opportunity, L.P. are collectively referred to herein as the “Greenway Funds”.
 
Mr. Becker and Mr. Drapkin are the sole members of BCA, and BCA is the general partner of SRB Management.  Mr. Becker and Mr. Drapkin are also limited partners of SRB Management.  SRB Management is the general partner of, and investment manager for, the Greenway Funds and a separate managed account on behalf of an investment advisory client (the “Managed Account”).
 
(b) The business address of each Reporting Person is 300 Crescent Court, Suite 1111, Dallas, Texas 75201.
 
(c) The present principal occupation of each of Mr. Becker and Mr. Drapkin is serving as the co-managing member of BCA.  The principal business of BCA is serving as the general partner of SRB Management.  The principal business of SRB Management is serving as the general partner of, and investment manager for, the Greenway Funds and other limited partnerships and managed accounts.  The principal business of each of the Greenway Funds is acquiring and holding an interest in the Issuer and other securities.
 
(d) No Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
 
(e) No Reporting Person has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such Reporting Person 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.
 
(f) Mr. Becker and Mr. Drapkin are citizens of the United States of America.  The place of organization of all other Reporting Persons is listed in paragraph (a) of this Item 2.  
 
Item 3.
Source and Amount of Funds or other Consideration
 
 
The Reporting Persons expended an aggregate of approximately $5,938,309.69 (including commissions) to purchase 2,585,968 shares of Common Stock and warrants exercisable for 142,857 additional shares of Common Stock.  Funds used to purchase reported securities held in the accounts of the Greenway Funds have come from working capital of the Greenway Funds, which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business.  Funds used to purchase reported securities held by the Managed Account have come from funds of the Managed Account.
 


 
- 8 -

 


Item 4.
Purpose of Transaction
 
 
(a)-(j)      The Reporting Persons originally purchased Common Stock based on the Reporting Persons’ belief that the shares of Common Stock, when purchased, were undervalued and represented an attractive investment opportunity.  The Reporting Persons intend to review their investment in the Issuer on a continuing basis and in connection therewith, may discuss with the Issuer ways in which such undervaluation can be corrected.  The Reporting Persons may engage the Issuer in discussions regarding the Issuer’s assets, business, capitalization, financial condition or operations.
 
Subject to applicable law and regulations, and depending upon certain factors, including without limitation, general market and investment conditions, the financial performance of the Issuer, and the availability of shares of Common Stock at prices that would make the purchase of shares of Common Stock desirable, the Reporting Persons may increase their position in the Issuer through, among other things, the purchase of shares of Common Stock on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.
 
Based on the above discussions with the Issuer and subject to the factors described above, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, nominating or recommending candidates to serve as members of the Board of Directors of the Issuer (the “Board”), having discussions with other stockholders and potential nominees to the Board, making proposals to the Issuer concerning changes to the capitalization, ownership structure, operations, or Articles of Incorporation or Bylaws of the Issuer, or changing their intention with respect to any and all matters referred to in this Item 4.
 
No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) – (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon completion of any of the actions discussed herein. 
 
Item 5.
Interest in Securities of the Issuer
 
 
(a), (b) As of the date hereof, the Reporting Persons own an aggregate of 2,585,968 shares of Common Stock and warrants exercisable for 142,857 additional shares of Common Stock.  Based upon a total of 36,366,668 outstanding shares of Common Stock, as reported in the Issuer’s annual report on Form 10-K for the period ending March 31, 2010, the Reporting Persons’ shares and warrants represent approximately 7.504% of the outstanding shares of Common Stock.
 
Greenway Opportunity QP owns 862,389 shares of Common Stock and warrants exercisable for an additional 126,707 shares of Common Stock (the “Greenway Opportunity QP Shares”), which represent approximately 2.720% of the outstanding shares of Common Stock.
 
Greenway Opportunity, L.P. owns 106,579 shares of Common Stock and warrants exercisable for an additional 16,150 shares of Common Stock (the “Greenway Opportunity, L.P. Shares”), which represent approximately 0.337% of the outstanding shares of Common Stock.
 
The Greenway Opportunity QP Shares and Greenway Opportunity, L.P. Shares are collectively referred to herein as the “Greenway Funds Shares”.
 
Greenway Opportunity QP has the power to vote or to direct the vote of (and the power to dispose or direct the disposition of) the Greenway Opportunity QP Shares.  Greenway Opportunity QP disclaims beneficial ownership of the Greenway Opportunity, L.P. Shares.
 
Greenway Opportunity, L.P. has the power to vote or to direct the vote of (and the power to dispose or direct the disposition of) the Greenway Opportunity, L.P. Shares.  Greenway Opportunity, L.P. disclaims beneficial ownership of the Greenway Opportunity QP Shares.
 
As general partner of the Greenway Funds, SRB Management may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Greenway Funds Shares.  SRB Management in its capacity as investment manager for the Managed Account has the sole power to vote or direct the vote of (and to dispose or direct the disposition of) 1,617,000 shares held by the Managed Account (the “Managed Account Shares”), which represent approximately 4.446% of the outstanding shares of Common Stock.  SRB Management disclaims beneficial ownership of the Greenway Funds Shares.
 
 
As general partner of SRB Management, BCA may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) any shares of Common Stock beneficially owned by SRB Management.  BCA does not own any shares of Common Stock directly and disclaims beneficial ownership of any shares of Common Stock beneficially owned by SRB Management.
 
As co-managing members of BCA, each of Mr. Becker and Mr. Drapkin may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) any shares of Common Stock beneficially owned by BCA.  Mr. Becker and Mr. Drapkin each disclaim beneficial ownership of any shares of Common Stock beneficially owned by BCA.
 
As of the date hereof, no Reporting Person owns any shares of Common Stock other than those set forth in this Item 5.
 
(c) The trading dates, number of shares of Common Stock purchased or sold, and the price per share of Common Stock for all other transactions by the Reporting Persons in shares of Common Stock within the last 60 days, all of which were brokered transactions, are set forth below.
 
   


 
- 9 -

 


Name of Reporting Person
Date
Number of Shares Purchased (Sold)
Average Price per Share
Greenway Opportunity QP
6/7/2010
86,088
$2.1082
Greenway Opportunity QP
6/8/2010
36,032
$2.0578
Greenway Opportunity QP
6/9/2010
37,265
$2.0485
Greenway Opportunity QP
6/10/2010
17,889
$2.0449
Greenway Opportunity QP
6/11/2010
15,778
$2.0542
Greenway Opportunity QP
6/14/2010
60,185
$2.0483
Greenway Opportunity QP
6/15/2010
1,910
$2.1000
Greenway Opportunity QP
6/16/2010
979
$2.1073
Greenway Opportunity QP
6/17/2010
56,960
$2.1500
Greenway Opportunity QP
6/17/2010
8,900
$2.1578
Greenway Opportunity QP
6/18/2010
19,233
$2.1477
Greenway Opportunity QP
6/21/2010
4,361
$2.1500
Greenway Opportunity QP
6/22/2010
10,474
$2.1500
Greenway Opportunity QP
6/23/2010
3,061
$2.1500
Greenway Opportunity QP
6/24/2010
22,250
$2.1476
Greenway Opportunity QP
6/25/2010
24,030
$2.1500
Greenway Opportunity QP
6/28/2010
20,559
$2.1500
Greenway Opportunity QP
6/29/2010
36,002
$2.1504
Greenway Opportunity QP
6/30/2010
22,250
$2.1500
Greenway Opportunity QP
6/30/2010
35,600
$2.1536
Greenway Opportunity QP
7/1/2010
56,095
$2.1598
Greenway Opportunity QP
7/2/2010
7,436
$2.1637
Greenway Opportunity QP
7/6/2010
2,937
$2.1500
Greenway Opportunity QP
7/6/2010
100,069
$2.1581
Greenway Opportunity QP
7/7/2010
14,269
$2.1600
Greenway Opportunity QP
7/8/2010
12,969
$2.1808
Greenway Opportunity QP
7/8/2010
22,250
$2.1900
Greenway Opportunity QP
7/9/2010
1,958
$2.1900
Greenway Opportunity QP
7/12/2010
11,570
$2.1900
Greenway Opportunity QP
7/12/2010
64,080
$2.1900
Greenway Opportunity QP
7/13/2010
48,950
$2.2000
Greenway Opportunity, L.P.
6/7/2010
10,639
$2.1082
Greenway Opportunity, L.P.
6/8/2010
4,453
$2.0578
Greenway Opportunity, L.P.
6/9/2010
4,605
$2.0485
Greenway Opportunity, L.P.
6/10/2010
2,211
$2.0449
Greenway Opportunity, L.P.
6/11/2010
1,949
$2.0542
Greenway Opportunity, L.P.
6/14/2010
7,438
$2.0483
Greenway Opportunity, L.P.
6/15/2010
236
$2.1000
Greenway Opportunity, L.P.
6/16/2010
121
$2.1073
Greenway Opportunity, L.P.
6/17/2010
7,040
$2.1500
Greenway Opportunity, L.P.
6/17/2010
1,100
$2.1578
Greenway Opportunity, L.P.
6/18/2010
2,377
$2.1477
Greenway Opportunity, L.P.
6/21/2010
539
$2.1500
Greenway Opportunity, L.P.
6/22/2010
1,294
$2.1500
Greenway Opportunity, L.P.
6/23/2010
378
$2.1500
Greenway Opportunity, L.P.
6/24/2010
2,750
$2.1476
Greenway Opportunity, L.P.
6/25/2010
2,970
$2.1500
Greenway Opportunity, L.P.
6/28/2010
2,541
$2.1500
Greenway Opportunity, L.P.
6/29/2010
4,449
$2.1504
Greenway Opportunity, L.P.
6/30/2010
2,750
$2.1500
Greenway Opportunity, L.P.
6/30/2010
4,400
$2.1536
Greenway Opportunity, L.P.
7/1/2010
6,933
$2.1598
Greenway Opportunity, L.P.
7/2/2010
919
$2.1637
Greenway Opportunity, L.P.
7/6/2010
363
$2.1500
Greenway Opportunity, L.P.
7/6/2010
12,367
$2.1581
Greenway Opportunity, L.P.
7/7/2010
1,763
$2.1600



 
- 10 -

 


 
Greenway Opportunity, L.P.
7/8/2010
1,602
$2.1808
Greenway Opportunity, L.P.
7/8/2010
2,750
$2.1900
Greenway Opportunity, L.P.
7/9/2010
242
$2.1900
Greenway Opportunity, L.P.
7/12/2010
1,430
$2.1900
Greenway Opportunity, L.P.
7/12/2010
7,920
$2.1900
Greenway Opportunity, L.P.
7/13/2010
6,050
$2.2000
SRB Management
7/13/2010
222,500
$2.1813
SRB Management
7/14/2010
69,800
$2.1884
SRB Management
7/14/2010
50,000
$2.1900
SRB Management
7/15/2010
41,300
$2.1974
SRB Management
7/16/2010
24,900
$2.2142
SRB Management
7/19/2010
43,000
$2.2500
SRB Management
7/19/2010
20,900
$2.2000
SRB Management
7/20/2010
27,500
$2.2600
SRB Management
7/20/2010
20,000
$2.2500
SRB Management
7/22/2010
15,000
$2.3000
SRB Management
7/22/2010
10,800
$2.2954
SRB Management
7/23/2010
73,200
$2.3893
SRB Management
7/23/2010
25,000
$2.3500
SRB Management
7/27/2010
1,600
$2.5000
SRB Management
7/27/2010
40,000
$2.5000
SRB Management
7/29/2010
250,000
$2.5200
SRB Management
7/29/2010
4,400
$2.5100
SRB Management
7/30/2010
3,000
$2.5100
SRB Management
8/2/2010
40,000
$2.3000
SRB Management
8/2/2010
397,800
$2.3888
SRB Management
8/3/2010
184,700
$2.4321
SRB Management
8/4/2010
33,700
$2.5162
SRB Management
8/5/2010
17,900
$2.4085


 
- 11 -

 



 
(d) No person other than the Reporting Persons, and the Managed Account with respect to the Managed Account Shares, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock set forth above.
 
(e) Not applicable.
 
Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
 
 
On August 9, 2010, the Reporting Persons entered into the Joint Filing Agreement pursuant to which they agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer.  Such Joint Filing Agreement is attached hereto as Exhibit 1.
 
Except for the matters described herein, no Reporting Person has any contract, arrangement, understanding or relationship with any person with respect to any securities of the Issuer.
 
Item 7.
Material to Be Filed as Exhibits
 
Exhibit 1
Joint Filing Agreement, dated August 9, 2010, by and among SRB Management, L.P.; SRB Greenway Opportunity Fund, (QP), L.P.; SRB Greenway Opportunity Fund, L.P.; BC Advisors, LLC; Steven R. Becker; and Matthew A. Drapkin.
 
Exhibit 2
Power of Attorney dated July 19, 2010, signed by Steven R. Becker.
 
Exhibit 3
Power of Attorney dated March 16, 2010, signed by Matthew A. Drapkin.
 


 
- 12 -

 

SIGNATURES

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned, severally and not jointly, certifies that the information set forth in this statement is true, complete and correct.

Dated:           August 9, 2010

 
SRB MANAGEMENT, L.P.
   
 
By:
BC Advisors, LLC, its general partner
   
   
By:
/s/ Richard J. Birns
   
Name: Richard J. Birns
   
Title: Attorney-in-Fact
   
 
SRB GREENWAY OPPORTUNITY FUND, (QP), L.P.
 
 
 
 
By:
SRB Management, L.P., its general partner
       
   
By:
BC Advisors, LLC, its general partner
     
     
By:
/s/ Richard J. Birns
       
Name: Richard J. Birns
       
Title: Attorney-in-Fact
     
 
SRB GREENWAY OPPORTUNITY FUND, L.P.
 
 
 
 
By:
SRB Management, L.P., its general partner
       
   
By:
BC Advisors, LLC, its general partner
     
     
By:
/s/ Richard J. Birns
       
Name: Richard J. Birns
       
Title: Attorney-in-Fact
     
 
BC ADVISORS, LLC
 
 
 
 
By:
/s/ Richard J. Birns
   
Name: Richard J. Birns
   
Title: Attorney-in-Fact
     
 
STEVEN R. BECKER
 
 
 
   
By:
/s/ Richard J. Birns
     
Name: Richard J. Birns
     
Title: Attorney-in-Fact
     
 
MATTHEW A. DRAPKIN
 
 
 
   
By:
/s/ Richard J. Birns
     
Name: Richard J. Birns
   
Title: Attorney-in-Fact

EX-1 2 exhibit1.htm EXHIBIT 1 - JOINT FILING STATEMENT exhibit1.htm


Exhibit 1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees 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 of Navarre Corporation, and that this Agreement be included as an Exhibit to such joint filing.

Each of the undersigned acknowledges that each shall be responsible for the timely filing of any statement (including amendments) on Schedule 13D, and for the completeness and accuracy of the information concerning him or it contained herein, but shall not be responsible for the completeness and accuracy of the information concerning the other persons making such filings, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

Dated: August 9, 2010

 
SRB MANAGEMENT, L.P.
   
 
By:
BC Advisors, LLC, its general partner
   
   
By:
/s/ Richard J. Birns
   
Name: Richard J. Birns
   
Title: Attorney-in-Fact
   
 
SRB GREENWAY OPPORTUNITY FUND, (QP), L.P.
 
 
 
 
By:
SRB Management, L.P., its general partner
       
   
By:
BC Advisors, LLC, its general partner
     
     
By:
/s/ Richard J. Birns
       
Name: Richard J. Birns
       
Title: Attorney-in-Fact
     
 
SRB GREENWAY OPPORTUNITY FUND, L.P.
 
 
 
 
By:
SRB Management, L.P., its general partner
       
   
By:
BC Advisors, LLC, its general partner
     
     
By:
/s/ Richard J. Birns
       
Name: Richard J. Birns
       
Title: Attorney-in-Fact
     
 
BC ADVISORS, LLC
 
 
 
 
By:
/s/ Richard J. Birns
   
Name: Richard J. Birns
   
Title: Attorney-in-Fact
     
 
STEVEN R. BECKER
 
 
 
 
By:
/s/ Richard J. Birns
   
Name: Richard J. Birns
   
Title: Attorney-in-Fact
     
 
MATTHEW A. DRAPKIN
 
 
 
 
By:
/s/ Richard J. Birns
   
Name: Richard J. Birns
   
Title: Attorney-in-Fact
     



EX-2 3 exhibit2.htm EXHIBIT 2 - POWER OF ATTORNEY exhibit2.htm
Exhibit 2

Power of Attorney

July 19, 2010

Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549

This letter confirms that each and any of Richard J. Birns, Andrew S. McLelland, and Michael S. Grisolia is authorized and designated to sign all securities related filings with the Securities and Exchange Commission, including Forms 3, 4 and 5, on my behalf and on behalf of each entity for which I may sign such filings.  This authorization and designation shall be valid until either revoked in writing by the undersigned or until three years from the date of this letter.


Very truly yours,


/s/ Steven R. Becker 
Steven R. Becker


EX-3 4 exhibit3.htm EXHIBIT 3 - POWER OF ATTORNEY exhibit3.htm
Exhibit 3

Power of Attorney

March 16, 2010

Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549

This letter confirms that each and any of Richard J. Birns, Andrew S. McLelland, and Michael S. Grisolia is authorized and designated to sign all securities related filings with the Securities and Exchange Commission, including Forms 3, 4 and 5, on my behalf and on behalf of each entity for which I may sign such filings.  This authorization and designation shall be valid until either revoked in writing by the undersigned or until three years from the date of this letter.

 

Very truly yours,


/s/ Matthew A. Drapkin                                                      
Matthew A. Drapkin


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