1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
Meson Capital LP
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [x]
|
|
(b) [ ]
|
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
|
WC
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
New York
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
|
7.
|
SOLE VOTING POWER
|
0
|
|
8.
|
SHARED VOTING POWER
|
198,868
|
|
9.
|
SOLE DISPOSITIVE POWER
|
0
|
|
10.
|
SHARED DISPOSITIVE POWER
|
198,868
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
198,868
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ] |
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
3.5%
|
|
14.
|
TYPE OF REPORTING PERSON
|
PN
|
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
Meson Constructive Capital LP
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [x]
|
|
(b) [ ]
|
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
|
WC
|
|
5.
|
CHECK BOX 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
|
0
|
|
8.
|
SHARED VOTING POWER
|
921,000
|
|
9.
|
SOLE DISPOSITIVE POWER
|
0
|
|
10.
|
SHARED DISPOSITIVE POWER
|
921,000
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
921,000
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ] |
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
16.2%
|
|
14.
|
TYPE OF REPORTING PERSON
|
IA, OO
|
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
Meson Capital Partners LLC
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [x]
|
|
(b) [ ]
|
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
|
AF
|
|
5.
|
CHECK BOX 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
|
0
|
|
8.
|
SHARED VOTING POWER
|
1,119,868
|
|
9.
|
SOLE DISPOSITIVE POWER
|
0
|
|
10.
|
SHARED DISPOSITIVE POWER
|
1,119,868
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
1,119,868
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ] |
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
19.7%
|
|
14.
|
TYPE OF REPORTING PERSON
|
IA, OO
|
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
Ryan Morris
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [x]
|
|
(b) [ ]
|
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
|
PF, AF
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
Canada
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
|
7.
|
SOLE VOTING POWER
|
12,614
|
|
8.
|
SHARED VOTING POWER
|
1,132,482
|
|
9.
|
SOLE DISPOSITIVE POWER
|
12,614
|
|
10.
|
SHARED DISPOSITIVE POWER
|
1,132,482
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
1,132,482
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ] |
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
19.9%
|
|
14.
|
TYPE OF REPORTING PERSON
|
IN, HC
|
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
Bryan Boches
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [x]
|
|
(b) [ ]
|
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
|
PF
|
|
5.
|
CHECK BOX 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
|
0
|
|
8.
|
SHARED VOTING POWER
|
7,296
|
|
9.
|
SOLE DISPOSITIVE POWER
|
0
|
|
10.
|
SHARED DISPOSITIVE POWER
|
7,296
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
7,296
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ] |
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
Less than 1%
|
|
14.
|
TYPE OF REPORTING PERSON
|
IN
|
Item 3. |
Source and Amount of Funds or Other Consideration.
|
Item 5. |
Interest in Securities of the Issuer.
|
Item 6. |
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
|
99.1
|
Press Release, dated December 21, 2016.
|
|
99.2
|
Form of Indemnification Letter Agreement.
|
|
99.3
|
Joint Filing Agreement by and among Mescon Capital LLC, Meson Constructive Capital LP, Meson Capital Partners LLC, Ryan Morris and Bryan Bosches, dated December 22, 2016.
|
|
99.4
|
Power of Attorney
|
Dated: |
December 22, 2016
|
MESON CAPITAL LP
|
|||
By:
|
Meson Capital Partners LLC,
its General Partner
|
||
By:
|
/s/ Ryan Morris | ||
Name:
|
|||
Title:
|
Managing Member
|
MESON CONSTRUCTIVE CAPITAL LP
|
|||
By:
|
Meson Capital Partners LLC,
its General Partner
|
||
By:
|
/s/ Ryan Morris | ||
Name:
|
Ryan Morris
|
||
Title:
|
Managing Member
|
MESON CAPITAL PARTNERS LLC
|
|||
By:
|
/s/ Ryan Morris | ||
Name:
|
Ryan Morris | ||
Title:
|
Managing Member
|
/s/ Ryan Morris | |
Ryan Morris,
Individually and as attorney-in-fact for Bryan Boches |
|
·
|
Sevcon is uniquely positioned to benefit from the global shift towards electrification of mobility and autos as the market grows exponentially.
|
·
|
Time is of the essence. There is a window of opportunity to capture market share that will close within 2 years if not approached thoughtfully and decisively.
|
·
|
The current board oversees Sevcon's underperformance and yet refuses to embrace the need for change.
|
·
|
Meson's highly qualified candidates have successful track records in businesses highly relevant to Sevcon's current situation.
|
A.
|
Maintain the status quo of slow to no growth and modest profitability by resisting change and reacting to immediate customer requests, OR
|
B.
|
Seize the opportunity and shift to a more entrepreneurial, growth-oriented model.
|
·
|
Tony Posawatz led the innovative Chevy Volt program at GM and has 30+ years of auto industry connections in EVs and charging
|
·
|
Shvet Jain is a serial Founder and CEO at software technology companies with multiple successes scaling engineering teams, including a $750mm exit
|
·
|
Bryan Boches is a serial Founder, experienced executive, and investor with proven success in transforming an auto parts firm larger than Sevcon
|
·
|
Pam Colburn has deal making and capital raising experience for $billion growing technology companies
|
·
|
Howard Gross has a wealth of CEO experience transforming industrial companies through technology changes
|
·
|
Joe Whitters is an experienced CFO and has chaired numerous audit committees and solved complex global accounting challenges at $billion+ growing companies
|
Re: |
Sevcon, Inc.
|
|
MESON CONSTRUCTIVE CAPITAL LP
|
||
|
|
||
|
By:
|
Meson Capital Partners LLC,
General Partner
|
|
|
|
||
|
By:
|
||
|
|
Name:
|
Ryan Morris
|
|
|
Title:
|
Managing Member
|
ACCEPTED AND AGREED:
|
Dated: |
December 22, 2016
|
MESON CAPITAL LP
|
|||
By:
|
Meson Capital Partners LLC,
its General Partner
|
||
By:
|
/s/ Ryan Morris | ||
Name:
|
Ryan Morris
|
||
Title:
|
Managing Member
|
MESON CONSTRUCTIVE CAPITAL LP
|
|||
By:
|
Meson Capital Partners LLC,
its General Partner
|
||
By:
|
/s/ Ryan Morris | ||
Name:
|
Ryan Morris
|
||
Title:
|
Managing Member
|
MESON CAPITAL PARTNERS LLC
|
|||
By:
|
/s/ Ryan Morris | ||
Name:
|
Ryan Morris
|
||
Title:
|
Managing Member
|
/s/ Ryan Morris | |
RYAN MORRIS,
Individually and as attorney-in-fact for Bryan Boches |
|
/s/ Bryan Boches |
Bryan Boches
|