0001645721-17-000007.txt : 20170622 0001645721-17-000007.hdr.sgml : 20170622 20170621183233 ACCESSION NUMBER: 0001645721-17-000007 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20170622 DATE AS OF CHANGE: 20170621 GROUP MEMBERS: HNURTMAN@AGILEFS.COM SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: STAGE STORES INC CENTRAL INDEX KEY: 0000006885 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-FAMILY CLOTHING STORES [5651] IRS NUMBER: 911826900 STATE OF INCORPORATION: NV FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-50105 FILM NUMBER: 17923706 BUSINESS ADDRESS: STREET 1: 2425 WEST LOOP SOUTH CITY: HOUSTON STATE: TX ZIP: 77027 BUSINESS PHONE: 7136675601 MAIL ADDRESS: STREET 1: 2425 WEST LOOP SOUTH CITY: HOUSTON STATE: TX ZIP: 77027 FORMER COMPANY: FORMER CONFORMED NAME: APPAREL RETAILERS INC DATE OF NAME CHANGE: 19930908 FORMER COMPANY: FORMER CONFORMED NAME: TEXTILE DISTRIBUTORS INC DATE OF NAME CHANGE: 19690521 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Divisar Capital Management LLC CENTRAL INDEX KEY: 0001645721 IRS NUMBER: 263895014 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 275 SACRAMENTO STREET, 8TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 415-418-2201 MAIL ADDRESS: STREET 1: 275 SACRAMENTO STREET, 8TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94111 SC 13G 1 ssi_13g_divisar.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ________)* Stage Stores, Inc. (Name of Issuer) Common Stock, par value $0.01 (Title of Class of Securities) 85254C305 (CUSIP Number) February 7, 2017 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [X] Rule 13d-1(c) [ ] Rule 13d-1(d) * 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). Continued on the following pages Page 1 of 9 Pages CUSIP No. 85254C305 13G Page 2 of 9 Pages 1. NAME OF REPORTING PERSON Divisar Partners QP, L.P. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) [_] (b) [_] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 2,108,975 (See Note 2) 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 2,108,975 (See Note 2) 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,108,975 (See Note 2) 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [_] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.7% (See Note 1) 12. TYPE OF REPORTING PERSON PN (1) Based on 27,440,676 outstanding shares of Common Stock as of May 30, 2017, as represented by the Issuer in the Form 10-Q filed with the Securities and Exchange Commission on June 8, 2017. (2) Pursuant to Rule 13d-4 under the Securities Exchange Act of 1934, as amended, Divisar Partners QP, L.P. expressly disclaims beneficial ownership over any of the securities reported in this statement, and the filing of this statement shall not be construed as an admission that Divisar Partners QP, L.P. is the beneficial owner of any of the securities reported herein. CUSIP No. 85254C305 13G Page 3 of 9 Pages 1. NAME OF REPORTING PERSON Divisar Capital Management, LLC 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) [_] (b) [_] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 2,336,105 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 2,336,105 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,336,105 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [_] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 8.5% (See Note 3) 12. TYPE OF REPORTING PERSON IA, OO, HC (3) See Note (1) Above CUSIP No. 85254C305 13G Page 4 of 9 Pages 1. NAME OF REPORTING PERSON Steve Baughman 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) [_] (b) [_] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 2,336,105 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 2,336,105 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,336,105 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [_] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 8.5% (See Note 4) 12. TYPE OF REPORTING PERSON IN, HC (4) See Note (1) Above CUSIP No. 85254C305 13G Page 5 of 9 Pages Item 1. (a) Name of Issuer Stage Stores, Inc. (the "Issuer") (b) Address of Issuer's Principal Executive Offices 2425 West Loop South, Houston, Texas 77027 Item 2. (a) Names of Persons Filing This statement is filed by the entities and persons listed below, who are collectively referred to herein as "Reporting Persons", with respect to the shares of Common Stock (as defined in Item 2(d) below) of the Company: (i) Divisar Partners QP, L.P. (ii) Divisar Capital Management LLC (iii) Mr. Steve Baughman (b) Address of the Principal Office or, if none, residence (i) Divisar Partners QP, L.P. 275 Sacramento Street, 8th Floor, San Francisco, CA 94111 (ii) Divisar Capital Management LLC 275 Sacramento Street, 8th Floor, San Francisco, CA 94111 (iii) Mr. Steve Baughman c/o Divisar Capital Management LLC 275 Sacramento Street, 8th Floor, San Francisco, CA 94111 (c) Citizenship (i) Divisar Partners QP, L.P. - DE (ii) Divisar Capital Management LLC - DE (iii) Mr. Steve Baughman - USA (d) Title of Class of Securities Common Stock, par value $0.01 ("Common Stock") (e) CUSIP Number 85254C305 CUSIP No. 85254C305 13G Page 6 of 9 Pages Item 3.If this statement is filed pursuant to ss240.13d-1(b) or ss240.13d-2(b) or (c), check whether the person filing is a: Not Applicable Item 4.Ownership. (i) Divisar Partners QP, LP (a) Amount beneficially owned: 2,108,975 (See Note 5) (b) Percent of class: 7.7% (See Note 6) (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote - 0. (ii) Shared power to vote or to direct the vote - 2,108,975 (See Note 5). (iii) Sole power to dispose or to direct the disposition of - 0. (iv) Shared power to dispose or to direct the disposition of - 2,108,975 (See Note 5). (ii) Divisar Capital Management, LLC (a) Amount beneficially owned: 2,336,105 (See Note 5) (b) Percent of class: 8.5% (See Note 6) (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote - 0. (ii) Shared power to vote or to direct the vote - 2,336,105 (See Note 5). (iii) Sole power to dispose or to direct the disposition of - 0. (iv) Shared power to dispose or to direct the disposition of - 2,336,105 (See Note 5). CUSIP No. 85254C305 13G Page 7 of 9 Pages (iii) Steve Baughman (a) Amount beneficially owned: 2,336,105 (See Note 5) (b) Percent of class: 8.5% (See Note 6) (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote - 0. (ii) Shared power to vote or to direct the vote - 2,336,105 (See Note 5). (iii) Sole power to dispose or to direct the disposition of - 0. (iv) Shared power to dispose or to direct the disposition of - 2,336,105 (See Note 5). Note 5: Divisar Capital Management, LLC is an investment advisor that is registered under the Investment Advisors Act of 1940. Divisar Capital Management LLC, which serves as the general partner and investment manager to each of Divisar Partners QP, L.P. and Divisar Partners, L.P., (collectively "the Funds"), may be deemed to be the beneficial owner of all shares of Common Stock held by the Funds. Mr. Steve Baughman, as Managing Member of Divisar Capital Management LLC, with the power to exercise investment and voting discretion, may be deemed to be the beneficial owner of all shares of Common Stock held by the Funds. Pursuant to Rule 13d-4 under the Securities Exchange Act of 1934, as amended, each of the Funds expressly disclaims beneficial ownership over any of the securities reported in this statement, and the filing of this statement shall not be construed as an admission that either of the Funds are the beneficial owner of any of the securities reported herein. Note 6: Based on 27,440,676 outstanding shares of Common Stock as of May 30, 2017, as represented by the Issuer in the Form 10-Q filed with the Securities and Exchange Commission on June 8, 2017. Item 5.Ownership of Five Percent or Less of a Class. Not Applicable Item 6.Ownership of More than Five Percent on Behalf of Another Person. See Note 5 above. The Funds have 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 covered by this Statement. Item 7.Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. See Note 5 above. Item 8.Identification and Classification of Members of the Group. Not Applicable CUSIP No. 85254C305 13G Page 8 of 9 Pages Item 9.Notice of Dissolution of Group. Not Applicable Item 10.Certification. Each of the Reporting Persons makes the following certification: By signing below each Reporting Person certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. June 21, 2017 DIVISAR PARTNERS QP, L.P. By: Divisar Capital Management, LLC, its General Partner By: /s/ Steve Baughman Name: Steve Baughman Title: Managing Member DIVISAR CAPITAL MANAGEMENT LLC By: /s/ Steve Baughman Name: Steve Baughman Title: Managing Member STEVE BAUGHMAN By /s/ Steve Baughman CUSIP 85254C305 13G Page 9 of 9 Pages EXHIBIT A Joint Filing Agreement Pursuant to Rule 13d-1 This agreement is made pursuant to Rule 13d-l(k)(1) under the Securities Exchange Act of 1934, as amended (the "Act") by and among the parties listed below, each referenced to herein as a "Joint Filer". The Joint Filers agree that a statement of beneficial ownership as required by Sections 13(g) or 13(d) of the Act and the rules thereunder may be filed on each of his, her or its behalf on Schedule 13G or Schedule 13D, as appropriate, and that said joint filing may thereafter be amended by further joint filings. The Joint Filers state that they each satisfy the requirements for making a joint filing under Rule 13d-1(k). Dated: June 21,2017 DIVISAR PARTNERS QP, LP By: Divisar Capital Management, LLC, its General Partner By: /s/ Steve Baughman Name: Steve Baughman Title: Managing Member DIVISAR CAPITAL MANAGEMENT LLC By: /s/ Steve Baughman Name: Steve Baughman Title: Managing Member STEVE BAUGHMAN By /s/ Steve Baughman