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SC 13D Filing
Startek (SRT) SC 13DStarTek, Inc.
Filed: 29 Apr 14, 12:00am
1 | NAME OF REPORTING PERSON ENGINE CAPITAL, L.P. | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
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 575,067 | |
8 | SHARED VOTING POWER - 0 - | ||
9 | SOLE DISPOSITIVE POWER 575,067 | ||
10 | SHARED DISPOSITIVE POWER - 0 - | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 575,067 | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.7% | ||
14 | TYPE OF REPORTING PERSON PN |
1 | NAME OF REPORTING PERSON ENGINE JET CAPITAL, L.P. | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
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 145,745 | |
8 | SHARED VOTING POWER - 0 - | ||
9 | SOLE DISPOSITIVE POWER 145,745 | ||
10 | SHARED DISPOSITIVE POWER - 0 - | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 145,745 | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1% | ||
14 | TYPE OF REPORTING PERSON PN |
1 | NAME OF REPORTING PERSON P ENGINE LTD. | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
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 BRITISH VIRGIN ISLANDS | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 196,603 | |
8 | SHARED VOTING POWER - 0 - | ||
9 | SOLE DISPOSITIVE POWER 196,603 | ||
10 | SHARED DISPOSITIVE POWER - 0 - | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 196,603 | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.3% | ||
14 | TYPE OF REPORTING PERSON CO |
1 | NAME OF REPORTING PERSON ENGINE CAPITAL MANAGEMENT, LLC | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS OO | ||
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 917,415 | |
8 | SHARED VOTING POWER - 0 - | ||
9 | SOLE DISPOSITIVE POWER 917,415 | ||
10 | SHARED DISPOSITIVE POWER - 0 - | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 917,415 | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.0% | ||
14 | TYPE OF REPORTING PERSON OO |
1 | NAME OF REPORTING PERSON ENGINE INVESTMENTS, LLC | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS OO | ||
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 720,812 | |
8 | SHARED VOTING POWER - 0 - | ||
9 | SOLE DISPOSITIVE POWER 720,812 | ||
10 | SHARED DISPOSITIVE POWER - 0 - | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 720,812 | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.7% | ||
14 | TYPE OF REPORTING PERSON OO |
1 | NAME OF REPORTING PERSON ARNAUD AJDLER | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS OO | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION BELGIUM | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 917,415 | |
8 | SHARED VOTING POWER - 0 - | ||
9 | SOLE DISPOSITIVE POWER 917,415 | ||
10 | SHARED DISPOSITIVE POWER - 0 - | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 917,415 | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.0% | ||
14 | TYPE OF REPORTING PERSON IN |
Item 1. | Security and Issuer. |
Item 2. | Identity and Background. |
(i) | Engine Capital, L.P., a Delaware limited partnership (“Engine Capital”), with respect to the Shares directly and beneficially owned by it; |
(ii) | Engine Jet Capital, L.P., a Delaware limited partnership (“Engine Jet”), with respect to the Shares directly and beneficially owned by it; |
(iii) | P Engine Ltd., a British Virgin Islands company (“P Engine”), with respect to the Shares directly and beneficially owned by it; |
(iv) | Engine Capital Management, LLC, a Delaware limited liability company (“Engine Management”), as the investment manager of each of Engine Capital, Engine Jet and P Engine; |
(v) | Engine Investments, LLC, a Delaware limited liability company (“Engine Investments”), as the general partner of each of Engine Capital and Engine Jet; and |
(vi) | Arnaud Ajdler, as the managing member of Engine Management. |
Item 3. | Source and Amount of Funds or Other Consideration. |
Item 4. | Purpose of Transaction. |
Item 5. | Interest in Securities of the Issuer. |
A. | Engine Capital |
(a) | As of the close of business on April 29, 2014, Engine Capital directly owned 575,067 Shares. |
(b) | 1. Sole power to vote or direct vote: 575,067 |
2. Shared power to vote or direct vote: 0 |
3. Sole power to dispose or direct the disposition: 575,067 |
4. Shared power to dispose or direct the disposition: 0 |
(c) | The transactions in the Shares by Engine Capital during the past sixty days are set forth in Schedule B and are incorporated herein by reference. |
B. | Engine Jet |
(a) | As of the close of business on April 29, 2014, Engine Jet directly owned 145,745 Shares. |
(b) | 1. Sole power to vote or direct vote: 145,745 |
2. Shared power to vote or direct vote: 0 |
3. Sole power to dispose or direct the disposition: 145,745 |
4. Shared power to dispose or direct the disposition: 0 |
(c) | The transactions in the Shares by Engine Jet during the past sixty days are set forth in Schedule B and are incorporated herein by reference. |
C. | P Engine |
(a) | As of the close of business on April 29, 2014, P Engine directly owned 196,603 Shares. |
(b) | 1. Sole power to vote or direct vote: 196,603 |
2. Shared power to vote or direct vote: 0 |
3. Sole power to dispose or direct the disposition: 196,603 |
4. Shared power to dispose or direct the disposition: 0 |
(c) | The transactions in the Shares by P Engine during the past sixty days are set forth in Schedule B and are incorporated herein by reference. |
D. | Engine Management |
(a) | Engine Management, as the investment manager of each of Engine Capital, Engine Jet and P Engine, may be deemed to beneficially own the Shares owned directly by Engine Capital, Engine Jet and P Engine. As of the date hereof, Engine Management may be deemed to beneficially own 917,415 Shares. |
(b) | 1. Sole power to vote or direct vote: 917,415 |
2. Shared power to vote or direct vote: 0 |
3. Sole power to dispose or direct the disposition: 917,415 |
4. Shared power to dispose or direct the disposition: 0 |
(c) | Engine Management has not entered into any transactions in the Shares during the past sixty days. |
(a) | Engine Investments, as the general partner of each of Engine Capital and Engine Jet, may be deemed to beneficially own the Shares owned directly by Engine Capital and Engine Jet. As of the date hereof, Engine Investments may be deemed to beneficially own 720,812 Shares. |
(b) | 1. Sole power to vote or direct vote: 720,812 |
2. Shared power to vote or direct vote: 0 |
3. Sole power to dispose or direct the disposition: 720,812 |
4. Shared power to dispose or direct the disposition: 0 |
(c) | Engine Investments has not entered into any transactions in the Shares during the past sixty days. |
F. | Arnaud Ajdler |
(a) | Mr. Ajdler, as the managing member of Engine Management, may be deemed to beneficially own the 917,415 Shares owned beneficially by Engine Management. |
(b) | 1. Sole power to vote or direct vote: 917,415 |
2. Shared power to vote or direct vote: 0 |
3. Sole power to dispose or direct the disposition: 917,415 |
4. Shared power to dispose or direct the disposition: 0 |
(c) | Mr. Ajdler has not entered into any transactions in the Shares during the past sixty days. |
(d) | No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares. |
(e) | Not applicable. |
Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
Item 7. | Material to be Filed as Exhibits. |
99.1 | Joint Filing Agreement by and among Engine Capital, L.P., Engine Jet Capital, L.P., P Engine Ltd., Engine Investments, LLC, Engine Capital Management, LLC, and Arnaud Ajdler, dated April 29, 2014. |
Engine Capital, L.P. | ||||
By: | Engine Investments, LLC, General Partner |
By: | /s/ Arnaud Ajdler | |||
Name: | Arnaud Ajdler | |||
Title: | Managing Member |
Engine Jet Capital, L.P. | ||||
By: | Engine Investments, LLC, General Partner |
By: | /s/ Arnaud Ajdler | |||
Name: | Arnaud Ajdler | |||
Title: | Managing Member |
P Engine Ltd. | ||||
By: | Engine Capital Management, LLC, Investment Manager | |||
By: | /s/ Arnaud Ajdler | |||
Name: | Arnaud Ajdler | |||
Title: | Managing Member |
Engine Capital Management, LLC | |||
By: | /s/ Arnaud Ajdler | ||
Name: | Arnaud Ajdler | ||
Title: | Managing Member |
Engine Investments, LLC | |||
By: | /s/ Arnaud Ajdler | ||
Name: | Arnaud Ajdler | ||
Title: | Managing Member |
/s/ Arnaud Ajdler | |
ARNAUD AJDLER |
Name and Position | Occupation | Principal Business Address | Citizenship | |||
Deborah Watson, Director | Director of P Engine Ltd. | P.O. Box N-4836 Dockendale House Fourth Floor West Bay Street Nassau, Bahamas | Commonwealth of the Bahamas | |||
SaintCo Ltd., Director | Director of P Engine Ltd. | P.O. Box N-218 Dockendale House Fourth Floor West Bay Street Nassau, Bahamas | Commonwealth of the Bahamas |
Name | Principal Business Address | Citizenship | ||
Deborah Watson | P.O. Box N-4836 Dockendale House Fourth Floor West Bay Street Nassau, Bahamas | Commonwealth of the Bahamas | ||
Bernard Kemp | P.O. Box N-4836 Dockendale House Fourth Floor West Bay Street Nassau, Bahamas | Commonwealth of the Bahamas | ||
Dion Thompson | P.O. Box N-4836 Dockendale House Fourth Floor West Bay Street Nassau, Bahamas | Commonwealth of the Bahamas |
Shares of Common Stock Purchased | Price Per Share($) | Date of Purchase |
338 | 6.7000 | 03/13/2014 |
171 | 6.7999 | 03/14/2014 |
1,599 | 6.7500 | 03/17/2014 |
270 | 6.7500 | 03/18/2014 |
21,576 | 6.7495 | 03/19/2014 |
621 | 6.7500 | 03/25/2014 |
3,351 | 6.7269 | 03/26/2014 |
2,026 | 6.7500 | 03/27/2014 |
62 | 6.7000 | 03/13/2014 |
31 | 6.7999 | 03/14/2014 |
294 | 6.7500 | 03/17/2014 |
49 | 6.7500 | 03/18/2014 |
3,962 | 6.7495 | 03/19/2014 |
114 | 6.7500 | 03/25/2014 |
549 | 6.7269 | 03/26/2014 |
364 | 6.7500 | 03/27/2014 |
3,900 | 6.7423 | 04/09/2014 |
4,564 | 6.7980 | 04/10/2014 |
100 | 6.7500 | 04/11/2014 |
739 | 6.7500 | 04/14/2014 |
4,200 | 6.8333 | 04/16/2014 |
100,000 | 6.9906 | 04/21/2014 |
50,000 | 7.0000 | 04/22/2014 |
33,100 | 7.0000 | 04/24/2014 |