0001193125-17-204396.txt : 20170615 0001193125-17-204396.hdr.sgml : 20170615 20170615123156 ACCESSION NUMBER: 0001193125-17-204396 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20170615 DATE AS OF CHANGE: 20170615 GROUP MEMBERS: BRETT M. TELFORD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ENCISION INC CENTRAL INDEX KEY: 0000930775 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 841162056 STATE OF INCORPORATION: CO FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-46411 FILM NUMBER: 17912907 BUSINESS ADDRESS: STREET 1: 6797 WINCHESTER CIRCLE CITY: BOULDER STATE: CO ZIP: 80301 BUSINESS PHONE: 3034442600 MAIL ADDRESS: STREET 1: 6797 WINCHESTER CIRCLE CITY: BOULDER STATE: CO ZIP: 80301 FORMER COMPANY: FORMER CONFORMED NAME: ELECTROSCOPE INC DATE OF NAME CHANGE: 19960502 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WYNNE TIMOTHY J CENTRAL INDEX KEY: 0001104327 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 33826 51ST AVENUE SOUTH CITY: AUBURN STATE: WA ZIP: 98001 SC 13D/A 1 d412068dsc13da.htm SC 13D/A SC 13D/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Schedule 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(a)

Under the Securities Exchange Act of 1934

(Amendment No. 4)*

 

 

Encision Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

29254Q104

(CUSIP Number)

Timothy J. Wynne

1625 South Tacoma Way

Tacoma, WA 98409

253-709-2984

With a Copy to:

David E. Myre, Jr.

Hillis Clark Martin & Peterson P.S.

999 Third Ave., Suite 4600

Seattle, WA 98104

206-623-1745

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

June 13, 2017

(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 Rule 13d-1(e), 13d-1(f) or 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 Rule 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).

 

 

 


SCHEDULE 13D

 

CUSIP No. 29254Q104   Page 2 of 4

 

1  

NAME OF REPORTING PERSON

 

Timothy J. Wynne

2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☒        (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

 

581,142

   9   

SOLE DISPOSITIVE POWER

 

0

   10     

SHARED DISPOSITIVE POWER

 

581,142

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

581,142

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

5.4%

14  

TYPE OF REPORTING PERSON

 

IN


CUSIP No. 29254Q104   13D   Page 3 of 4

 

 

1  

NAME OF REPORTING PERSON

 

Brett M. Telford

2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☒        (b)  ☐

 

3  

SEC USE ONLY

 

4  

SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

PF

5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)     ☐

 

6  

CITIZENSHIP OR PLACE OR ORGANIZATION

 

Australia

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

   7   

SOLE VOTING POWER

 

0

   8   

SHARED VOTING POWER

 

581,142

   9   

SOLE DISPOSITIVE POWER

 

0

   10     

SHARED DISPOSITIVE POWER

 

581,142

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

581,142

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

 

5.4%

14  

TYPE OF REPORTING PERSON

 

IN


CUSIP No. 29254Q104   SCHEDULE 13D   Page 4 of 4

This Amendment No. 4 (this “Amendment No. 4”) amends and supplements the Statement of Beneficial Ownership on Schedule 13D originally filed with the Securities and Exchange Commission on December 27, 2016 by Timothy J. Wynne and Brett M. Telford, as amended by that Amendment No. 1 filed with the Securities and Exchange Commission on January 19, 2017 by Timothy J. Wynne and Brett M. Telford, as further amended by that Amendment No. 2 filed with the Securities and Exchange Commission on February 13, 2017 by Timothy J. Wynne and Brett M. Telford, and as further amended by that Amendment No. 3 filed with the Securities and Exchange Commission on March 8, 2017 by Timothy J. Wynne and Brett M. Telford with regards to the Common Stock of Encision Inc. (as amended, the “Statement”). Capitalized terms used but not defined in this Amendment No. 4 shall have the meanings given to them in the Statement.

 

ITEM  4. PURPOSE OF TRANSACTION

Item 4 of the Statement is hereby amended and supplemented by adding the following:

On or about May 30, 2017, the board of directors of the Company unilaterally amended the bylaws of the Company without a vote of the shareholders of the Company.

As a result of the board’s decision, the Reporting Persons sent a letter to the board of directors of the Company dated June 13, 2017 (the “June 13 Letter”). A copy of the June 13 Letter is filed as Exhibit 99.6 to this Amendment No. 4 and incorporated herein by this reference.

 

ITEM  7. MATERIAL TO BE FILED AS AN EXHIBIT

Item 7 is amended and supplemented by adding the following exhibit:

Exhibit 99.6    Letter from the Reporting Persons to the board of directors of the Company dated June 13, 2017.

SIGNATURES

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

Date: June 15, 2017

 

/s/ Timothy J. Wynne
Timothy J. Wynne
/s/ Brett M. Telford
Brett M. Telford

 

 

EXHIBIT INDEX

 

Exhibit

  

Description

Exhibit 99.6    Letter from the Reporting Persons to the board of directors of the Company dated June 13, 2017.
EX-99.6 2 d412068dex996.htm EX-99.6 EX-99.6

Exhibit 99.6

June 13, 2017

Encision, Inc.

Board of Directors

6797 Winchester Circle

Boulder, CO 80301

Dear Encision, Inc. Board of Directors,

We are writing to express our disappointment with the board’s unilateral amendment to Encision’s bylaws on May 30, 2017. This amendment serves no purposes other than to increase the administrative burden on shareholders attempting to properly exercise their rights and inhibit shareholder efforts to address the significant economic problems that continue to face the company. Indeed, given our stated position regarding your prior performance, the new bylaws seem to be specifically targeted at myself and Brett Telford.

Given that the company’s annual meeting is likely to be held in approximately two months, we encourage the board to offer the shareholders the opportunity to vote on these new bylaws at that meeting. Please be aware that we are considering making a shareholder proposal for the 2017 annual meeting to eliminate the board’s ability to unilaterally alter the bylaws without shareholder approval.

As substantial shareholders in the company, we are concerned that the directors’ focus appears to be on protecting their own positions rather than turning the company around. As before, we would be happy to meet to discuss a mutually beneficial relationship, but given the company’s new June 30 deadline for shareholder proposals, it may be difficult to schedule that meeting soon enough. In the meantime, expect to hear more from us as disappointed shareholders.

Best regards,

Tim Wynne

CEO & Director of New Business Development

The OR Company LLC