0001079974-19-000268.txt : 20190515 0001079974-19-000268.hdr.sgml : 20190515 20190515171545 ACCESSION NUMBER: 0001079974-19-000268 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20190515 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Lone Star Value Management LLC CENTRAL INDEX KEY: 0001589350 IRS NUMBER: 462567817 STATE OF INCORPORATION: CT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-91003 FILM NUMBER: 19829616 BUSINESS ADDRESS: STREET 1: 53 FOREST AVENUE, 1ST FLOOR CITY: OLD GREENWICH STATE: CT ZIP: 06870 BUSINESS PHONE: (203) 542-0235 MAIL ADDRESS: STREET 1: 53 FOREST AVENUE, 1ST FLOOR CITY: OLD GREENWICH STATE: CT ZIP: 06870 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RELIABILITY INC CENTRAL INDEX KEY: 0000034285 STANDARD INDUSTRIAL CLASSIFICATION: INSTRUMENTS FOR MEAS & TESTING OF ELECTRICITY & ELEC SIGNALS [3825] IRS NUMBER: 750868913 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 53 FOREST AVENUE, FIRST FLOOR CITY: OLD GREENWICH STATE: CT ZIP: 06870 BUSINESS PHONE: (203) 489-9500 MAIL ADDRESS: STREET 1: 53 FOREST AVENUE, FIRST FLOOR CITY: OLD GREENWICH STATE: CT ZIP: 06870 FORMER COMPANY: FORMER CONFORMED NAME: FAIRLANE INDUSTRIES INC DATE OF NAME CHANGE: 19800519 SC 13D/A 1 rlbysc13da6_5152019.htm

AMENDMENT NO. 4 TO THE SCHEDULE 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 6)1

Reliability Incorporated

(Name of Issuer)

Common Stock, no par value

(Title of Class of Securities)

759903107

(CUSIP Number)

JEFFREY E. EBERWEIN

LONE STAR VALUE MANAGEMENT, LLC

53 Forest Avenue, 1st Floor

Old Greenwich, Connecticut 06870

(203) 489-9500

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

May 13, 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 for other parties to whom copies are to be sent.

_______________

1 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).

CUSIP NO. 759903107

1	NAME OF REPORTING PERSON LONE STAR VALUE INVESTORS, LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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 3,401,360
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 3,401,360
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,401,360
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 20.1%
14	TYPE OF REPORTING PERSON PN

CUSIP NO. 759903107

1	NAME OF REPORTING PERSON LONE STAR VALUE CO-INVEST I, LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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 6,786,588
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 6,786,588
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,786,588
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 40.1%
14	TYPE OF REPORTING PERSON PN

CUSIP NO. 759903107

1	NAME OF REPORTING PERSON LONE STAR VALUE INVESTORS GP, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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 10,187,948
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 10,187,948
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,187,948
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 60.2%
14	TYPE OF REPORTING PERSON OO

CUSIP NO. 759903107

1	NAME OF REPORTING PERSON LONE STAR VALUE MANAGEMENT, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION CONNECTICUT
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 10,187,948
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 10,187,948
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,187,948
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 60.2%
14	TYPE OF REPORTING PERSON OO

CUSIP NO. 759903107

1	NAME OF REPORTING PERSON JEFFREY E. EBERWEIN
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS AF, PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 10,187,948
	8	SHARED VOTING POWER -0-
	9	SOLE DISPOSITIVE POWER 10,187,948
	10	SHARED DISPOSITIVE POWER -0-
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,187,948*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 60.2%*
14	TYPE OF REPORTING PERSON IN

CUSIP NO. 759903107

The following constitutes Amendment No. 6 to the Schedule 13D filed by the undersigned (“Amendment No. 6”). This Amendment No. 5 amends the Schedule 13D as specifically set forth herein.

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 is hereby amended to add the following:

On May 13, 2019, the Issuer issued a Promissory Note (the “Note”) in the principal amount of $15,000 to Lone Star Value Co-Invest. Under the terms of the Note, interest on the outstanding principal amount accrues at the rate of 10.0% per annum, and all amounts outstanding under the Note are due and payable on or before August 31, 2021. The foregoing description of the Note is qualified in its entirety by reference to the full text of the Note, which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 7.

Material to be Filed as Exhibits.

Item 7 is hereby amended to add the follow exhibits:

99.1

Promissory Note, dated May 13, 2019.

CUSIP NO. 759903107

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: May 15, 2019

Lone Star Value Investors, LP

By:	Lone Star Value Investors GP, LLC General Partner

By:	/s/ Jeffrey E. Eberwein
	Name:	Jeffrey E. Eberwein
	Title:	Manager

Lone Star Value Co-Invest I, LP

By:	Lone Star Value Investors GP, LLC General Partner

By:	/s/ Jeffrey E. Eberwein
	Name:	Jeffrey E. Eberwein
	Title:	Manager

Lone Star Value Investors GP, LLC


By:	/s/ Jeffrey E. Eberwein
	Name:	Jeffrey E. Eberwein
	Title:	Manager

Lone Star Value Management, LLC


By:	/s/ Jeffrey E. Eberwein
	Name:	Jeffrey E. Eberwein
	Title:	Sole Member

	/s/ Jeffrey E. Eberwein
	JEFFREY E. EBERWEIN

EX-99.1 2 ex99_1.htm

Exhibit 99.1

Old Greenwich, Connecticut

PROMISSORY NOTE

USD $15,000 as of May 13, 2019

This Promissory Note (the "Note") is made and executed as of the date referred to above, by and between Lone Star Value Co-Invest I, LP, a Delaware limited partnership ("Lone Star Value Co-Invest I"), and Reliability Incorporated, a Texas corporation ("RLBY"). By this Note, RLBY promises and agrees to pay to the order of Lone Star Value Co-Invest I, at 53 Forest Avenue, First Floor, Old Greenwich, Connecticut 06870 or at such other place as Lone Star Value Co-Invest I may designate in writing, the principal sum of $15,000, together with interest thereon from the date hereof on the unpaid balance of principal from time to time outstanding, at a fixed rate of interest equal to 10.0% per annum.

Payment Terms. All amounts outstanding under this Note (including unpaid principal indebtedness, interest accrued thereon, and all other amounts accrued and payable hereunder) shall be due and payable on or before August 31, 2021 (the “Maturity Date”). The indebtedness evidenced by this Note may be prepaid in whole or part, without penalty, at any time before the Maturity Date.

Consideration. This Note is made in consideration of a loan made by Loan Star Value Co-Invest to RLBY on the date hereof in an amount equal to the original aforementioned principal amount.

Events of Default; Acceleration. An event of default will occur under this Note in the event RLBY fails to timely pay when any payment or any amount (including fees or sums due under or in connection herewith) is due, demanded, or payable under this Note (an “Event of Default”).

Assignment. Lone Star Value Co-Invest I may assign this Note and the unpaid balance of the principal amount and accrued but unpaid interest thereon to any person without the consent of RLBY.

Subordinate. This Note shall at all times be subordinate to any debt obligation to Lone Star Value Investors, LP and shall be subordinate in payment to all obligations of RLBY to Lone Star Value Investors, LP.

Notice, Demand:

(a)

Any notice or demand to be given to the parties hereunder shall be deemed to have been given to and received by them and shall be effective when personally delivered or when deposited in the U.S. mail, certified or registered mail, return receipt requested, postage prepaid, and addressed to the party at his or its last known address, or at such other address as the one of the parties may hereafter designate in writing to the other party

(b)

RLBY hereby waives presentment for payment, protest, demand, notice of protest, notice of dishonor, notice of nonpayment, and expressly agrees that this Note, or any payment hereunder, may be extended from time to time by Lone Star Value Co-Invest I or Loan Star Value Co-Invest I agents without in any way affecting RLBY’s liability hereunder.

General.

(a)

If any payment shall be due on a Saturday or Sunday or any other day on which the Banks in Connecticut are closed for business by virtue of a statutory holiday, such payment shall be due and payable on the next succeeding banking day and interest shall accrue to such day. Interest shall be calculated hereunder without deduction or allowance in respect of deemed reinvestment of interest or otherwise and on the basis of the actual number of days elapsed in a 365-day or 366-day year, as applicable.

(b)

In the event any payment under this Note is not made at the time and in the manner required, RLBY agrees to pay any and all costs and expenses which may be incurred by Lone Star Value Co-Invest I hereof in connection with the enforcement of any of Lone Star Value Co-Invest I’s rights under this Note or under any such other instrument, including court costs and reasonable attorneys' fees.

(c)

In the event any Interest Rate applicable to this Note is above the highest lawful rate permitted under applicable law (state and federal) from time to time in effect for the use, forbearance or detention of money (the “Maximum Rate”), then the applicable interest rate shall be deemed to have been equal only to the Maximum Rate.

(d)

This Note shall be governed by and construed and enforced in accordance with the laws of Connecticut. This note is made and is performable in Fairfield County, Connecticut, and RLBY and each guarantor, endorser, surety, and other party ever liable for the payment of any sums payable on this Note hereby waive the right to be sued hereon elsewhere.

[SIGNATURE PAGE TO FOLLOW]

SIGNATURE PAGE TO PROMISSORY NOTE

RELIABILITY INCORPORATED

__/s/ Hannah Bible__________

Hannah Bible

Chief Executive Officer

LONE STAR VALUE CO-INVEST I, LP

/s/ Jeffrey E. Eberwein________

Lone Star Value Investors GP, LLC

General Partner

By: Jeffrey E. Eberwein, Sole Member