UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934 (Amendment No. 6)
| Select Interior Concepts, Inc. |
| (Name of Issuer) |
| Common Stock, $.01 par value |
| (Title of Class of Securities) |
| 816120307 |
| (CUSIP Number) |
|
ADW Capital Management, LLC 1133 Broadway Suite 719 New York, NY 10010 (646) 684 4086 |
| (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
| May 3, 2019 |
| (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(b) 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).
SCHEDULE 13D
| CUSIP No. | 816120307 |
| 1 |
NAMES OF REPORTING PERSONS ADW Capital Partners, L.P. | ||
| 27-3514468 | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | ||
|
(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, United States of America | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER | |
| 8 | SHARED VOTING POWER | ||
| 2,514,900 | |||
| 9 | SOLE DISPOSITIVE POWER | ||
| 10 | SHARED DISPOSITIVE POWER | ||
| 2,514,900 | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
| 2,514,900 | |||
| 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) | ||
| 9.73%* | |||
| 14 | TYPE OF REPORTING PERSON (See Instructions) | ||
| PN | |||
*Based upon 25,839,670 shares of common stock outstanding as of March 11, 2019, as disclosed in its Form 10-Q that was filed on March 15, 2019, by the Issuer with the Securities and Exchange Commission.
SCHEDULE 13D
| CUSIP No. | 816120307 |
| 1 |
NAMES OF REPORTING PERSONS Adam D. Wyden | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | ||
|
(a) ☐
(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) | ||
| ☐ | |||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||
| New York, United States of America | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER | |
| 8 | SHARED VOTING POWER | ||
| 2,514,900 | |||
| 9 | SOLE DISPOSITIVE POWER | ||
| 10 | SHARED DISPOSITIVE POWER | ||
| 2,514,900 | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
| 2,514,900 | |||
| 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) | ||
| 9.73%* | |||
| 14 | TYPE OF REPORTING PERSON (See Instructions) | ||
| HC, IN | |||
*Based upon 25,839,670 shares of common stock outstanding as of March 11, 2019, as disclosed in its Form 10-Q that was filed on March 15, 2019, by the Issuer with the Securities and Exchange Commission.
SCHEDULE 13D
| CUSIP No. | 816120307 |
| 1 |
NAMES OF REPORTING PERSONS ADW Capital Management, LLC | ||
| 47-1516657 | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | ||
|
(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, United States of America | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER | |
| 8 | SHARED VOTING POWER | ||
| 2,514,900 | |||
| 9 | SOLE DISPOSITIVE POWER | ||
| 10 | SHARED DISPOSITIVE POWER | ||
| 2,514,900 | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
| 2,514,900 | |||
| 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) | ||
| 9.73%* | |||
| 14 | TYPE OF REPORTING PERSON (See Instructions) | ||
| HC, IA | |||
*Based upon 25,839,670 shares of common stock outstanding as of March 11, 2019, as disclosed in its Form 10-Q that was filed on March 15, 2019, by the Issuer with the Securities and Exchange Commission.
This statement relates to the common stock, par value $0.01 per share (the “Shares”), of Select Interior Concepts, Inc. a Delaware corporation (the “Issuer”), beneficially owned by the Reporting Persons as of May 3, 2019, and amends and supplements the Schedule 13D, as previously amended on March 22, 2019, April 8, 2019, April 12, 2019, and April 30, 2019 (as amended, the “Schedule 13D”). Except as set forth herein, the Schedule 13D is unmodified.
| Item 4. | Purpose of Transaction |
Item 4 of the Schedule 13D has been replaced in its entirety with the following:
On March 26, 2019, the Reporting Persons issued a press release transmitting a letter to the board of director and management of the Issuer demanding public strategic alternatives process. A copy of the press release was previously filed as Exhibit 4 to the Schedule 13D.
On April 5, 2019, the Issuer filed a definitive proxy statement for its annual meeting of stockholders to be held on May 15, 2019, for the election of the directors, the approval of the Issuer’s incentive plan, and the ratification of the appointment of its independent registered public accounting firm for the year ending December 31, 2019.
On April 8, 2019, the Reporting Persons issued a press release transmitting a letter to the board of director and management of the Issuer demanding public strategic alternatives process, announcing its own public investor meeting to discuss the mismanagement of the Issuer and encouraging all investors to refrain from voting their shares at the annual meeting to deny quorum (the “April 8 Press Release”). The press release was filed with Securities Exchange Commission under Rule 14a-2(b)(1) Notice of Exempt Solicitation. A copy of the press release was previously filed as Exhibit 2 to the Schedule 13D.
On April 12, 2019, the Reporting Persons issued a press release announcing the timing of its own public investor meeting to discuss the mismanagement of the Issuer, encouraging all investors to refrain from voting their shares and communicate shareholder concerns directly to the Board and management of SIC. A copy of the press release was previously filed as Exhibit 3 to the Schedule 13D.
On May 3, 2019, the Reporting Persons issued a press release correcting the April 8 Press Release. The full text of such press release is attached hereto as Exhibit 5 and is incorporated herein by reference. Such press release was also filed with Securities Exchange Commission under Rule 14a-2(b)(1) Notice of Exempt Solicitation.
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 or in connection with completion of, or following, any of the actions discussed herein. Depending on various factors including, without limitation, the Issuer’s financial position and investment strategy, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, 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, (i) communications with management and the Board of the Issuer regarding, among other things, the strategic direction and capital allocation of the Issuer, (ii) engaging in discussions with third parties, including other stockholders of the Issuer, about the Issuer and the Reporting Persons’ investment, and (iii) making proposals to the Issuer concerning changes to the capitalization, governance or operations of the Issuer; provided that the Reporting Persons do not have the intent to, nor are they reserving the right to, engage in a control transaction or any contested solicitation for the election of directors.
The Reporting Persons intend to review their ownership of Shares of the Issuer on a continuing basis. Depending upon market conditions and other factors that they may deem material, the Reporting Persons may purchase additional shares and/or related securities or may dispose of all or a portion of the Shares or related securities that they now beneficially own or may hereafter acquire and/or may enter into transactions that increase or hedge its economic exposure to the Shares without affecting their beneficial ownership.
| Item 7. | Material to Be Filed as Exhibits |
Item 7 is hereby amended by the addition of the following:
| Exhibit 5 | Press Release dated May 3, 2019 |
Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
ADW Capital Partners, L.P.
By: ADW Capital Management, LLC Its: General Partner
| ||
| Signature: | /s/ Adam D. Wyden | |
| Name: | Adam D. Wyden | |
| Title: | Sole Manager | |
| ADW Capital Management, LLC | ||
| By: | /s/ Adam D. Wyden | |
| Name: | Adam D. Wyden | |
| Title: | Sole Manager | |
| Adam D. Wyden | |
| /s/ Adam D. Wyden |
The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of this filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).
Exhibit 5
CORRECTED PRESS RELEASE - ADW Capital Demands Public Strategic Alternatives Process, Announces Its Own Public Investor Meeting to Discuss the Mismanagement of Select Interior Concepts and Encourages All Investors to Refrain from Voting Their Shares at the Annual Meeting to Deny Quorum
NEW YORK, May 3, 2019 - Adam Wyden of ADW Capital Partners, L.P. ("ADW Capital") (“the Fund” or “ADW”), a New York City based hedge fund, transmitted a letter to the Board of Directors and Management of Select Interior Concepts, Inc. (the “Company”) (NASDAQ:SIC) on April 8, 2019, demanding the Company publicly pursue a strategic alternatives process. ADW urges all shareholders NOT TO VOTE their shares at the Company’s upcoming annual meeting to prevent SIC from obtaining a quorum for this meeting and issued the text of such letter as a press release. This revised press release revises certain contentions contained in the original press release. In particular, the revised press release removes the implication that there was consensus among all shareholders of the Company regarding the need for immediate change at the Company and correct the implication that there is a publicly available market capitalization for each of the Company’s individual operating segments. The full text of the revised press release is below on May 3, 2019.
ADW reiterates that it urges also shareholders NOT TO VOTE their shares at the Company’s upcoming annual meeting. If SIC is unable to obtain a quorum for the meeting, SIC will be unable to approve any of the items on the agenda, including the re-election of directors and a new option plan for Management and the Board. Instead of voting, ADW encourages shareholders to throw out their proxies, instruct their brokers NOT TO VOTE and attend a meeting of SIC shareholders that ADW will be hosting in Atlanta near the Company’s annual meeting to discuss the mismanagement of SIC and how shareholders can assert their shareholder rights to unlock the value the Company’s assets.
May 3, 2019
Select Interior Concepts
400 Galleria Parkway Suite 1760
Atlanta, GA 30339
Dear Board and Management of Select Interior Concepts (NasdaqCM:SIC),
We understand from your announced receipt of our March 26th public letter that the Company remains comfortable with the status quo and plans on pursuing a spot in the firmament of “failed communicators”. We urge you not to confuse our 9.73% ownership stake in the Company as a vote of confidence in this Management Team and Board of Directors. On the contrary, our investment track record should indicate to you that a perennial champion for shareholder value has arrived and that we will hold accountable each member of this Board of Directors and Management team for their inept leadership and abject disregard for shareholder value creation.
In the weeks following our letter, we attempted to reach this Board on innumerable occasions only to be told to contact the Company’s general counsel. Given that we own almost 10% of the Company, we are disappointed by the Board’s refusal to speak to us—but are not surprised. Indeed, this Company’s craven stance regarding shareholder communication is only symptomatic of an unhealthy Board of Directors – undertaken by pure “fee takers” who have neither any skin in the game, nor a sincere understanding or concern about shareholder suffering. Furthermore, given this Management Team’s history of terrible decisions, and the fact that absent Brett Wyard of Solace Capital, no director owns any material common stock in the Company, one must wonder if SIC has become a "honey-pot" to each Director and Executive of the Company.
Following our public letter to the Company on March 26th, 2019, we have received an extensive amount of unsolicited positive feedback from other shareholders, affirming our concerns with this Board of Directors and Management Team’s failure in narrowing the glaring valuation gap. As such, we would like to formally announce that we will be hosting our own investor meeting on May 14th, 2019 in Atlanta, Georgia to discuss the mismanagement of Select Interior Concepts and how investors can assert their shareholder rights to enact change at the Company and unlock the tremendous value of ASG and RDS.
DO NOT VOTE YOUR PROXY!!
More importantly, to prevent any further destruction of shareholder value and in order to let this Board and Management Team know that shareholder concerns need to be taken seriously, we are urging shareholders NOT TO VOTE their shares at SIC’s upcoming annual meeting to prevent the Company from obtaining a quorum for this meeting. Not voting SIC shares, rather than “voting no” or abstaining, is critical since the current board is running unopposed. As such, if SIC is able to obtain a quorum the current board will be automatically re-elected for another year and Management’s failures will likely be rewarded with a new option plan that dilutes shareholders. We cannot reward SIC’s atrocious performance by reappointing this Board and allowing it to make equity awards that dilute shareholders who have suffered at this Board and Management Team’s hands! Remember, you need to NOT VOTE and need to instruct your broker NOT TO VOTE. Per the proxy statement, both abstaining or “voting no” will let SIC obtain a quorum. As such, please discard your proxies in the garbage, much like the Board and Management Team have treated shareholders, and let’s send SIC an unequivocal message at our meeting in Atlanta! BUT REMEMBER, YOU NEED TO TELL YOUR BROKERS NOT TO VOTE AT ALL, OR SIC COULD GET A QUORUM!
Fortunately, SIC today has incredibly coveted assets. While there is currently no measurable value for the Company’s individual operating segments that is publicly available, we believe that these operating segments could be sold as stand-alone businesses for aggregate consideration substantially in excess of the Company’s current market capitalization of approximately $347 million. In fact, in the course of our due diligence process, we discovered that several ASG / RDS competitors would be interested in strategic transactions should those segments be put up for sale. Furthermore, a properly managed sale process would offer some redemption for this Board and Management Team’s harrowing ineptitude in communicating the value of the Company’s assets to the public markets. We therefore demand the Company issue a public statement indicating that it is willing "to cross the Rubicon" and take all available steps to maximize shareholder value.
Should this Board continue to look out for themselves and neglect the interests of the true economic owners of the Company, we and other shareholders will hold this Board and Management Team accountable for any further destruction of shareholder value that results from inaction on the matter of engaging in and announcing a strategic alternatives process immediately.
Sincerely,
Adam D. Wyden
Managing Member of ADW Capital Partners, L.P.
Cautionary Statement Regarding Forward-Looking Statements
This press release contains forward-looking statements. All statements that are not clearly historical in nature or that necessarily depend on future events are forward-looking, and the words "anticipate," "believe," "expect," "estimate," "plan," and similar expressions are generally intended to identify forward-looking statements. These statements are based on current expectations of ADW Capital Partners and currently available information. They are not guarantees of future performance, involve certain risks and uncertainties that are difficult to predict, and are based upon assumptions as to future events that may not prove to be accurate. Accordingly, readers should not place undue reliance on forward looking information. ADW Capital Partners does not assume any obligation to update any forward-looking statements contained in this press release, except as required by applicable law.
SOURCE: ADW Capital Partners, L.P.
For further information:
Adam D. Wyden,
| tel: 646-684-4086 | e-mail: adam@adwcapital.com |