UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
STR HOLDINGS, INC. |
(Name of Issuer)
Common Stock, par value $0.01 per share |
(Title of Class of Securities)
78478V100 |
(CUSIP Number)
Red Mountain Capital Partners LLC Attn: Willem Mesdag 10100 Santa Monica Boulevard, Suite 925 Los Angeles, California 90067 Telephone (310) 432-0200 |
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
February 6, 2012 |
(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).
CUSIP No. 78478V100 | SCHEDULE 13D/A | PAGE 2 OF 9 PAGES |
1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Red Mountain Capital Partners LLC 73-1726370 | |||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) ¨
| |||||||
3 | SEC USE ONLY
| |||||||
4 | SOURCE OF FUNDS*
AF (See Item 3) | |||||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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
4,110,011 shares (See Item 5) | ||||||
8 | SHARED VOTING POWER
None (See Item 5) | |||||||
9 | SOLE DISPOSITIVE POWER
4,110,011 shares (See Item 5) | |||||||
10 | SHARED DISPOSITIVE POWER
None (See Item 5) | |||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,110,011 shares (See Item 5) | |||||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
| ¨ | ||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.9% (See Item 5) | |||||||
14 | TYPE OF REPORTING PERSON *
OO – Limited Liability Company |
* | See Instructions |
CUSIP No. 78478V100 | SCHEDULE 13D/A | PAGE 3 OF 9 PAGES |
1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Red Mountain Capital Partners II, L.P. 20-4117535 | |||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) ¨
| |||||||
3 | SEC USE ONLY
| |||||||
4 | SOURCE OF FUNDS*
WC (See Item 3) | |||||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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
4,110,011 shares (See Item 5) | ||||||
8 | SHARED VOTING POWER
None (See Item 5) | |||||||
9 | SOLE DISPOSITIVE POWER
4,110,011 shares (See Item 5) | |||||||
10 | SHARED DISPOSITIVE POWER
None (See Item 5) | |||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,110,011 shares (See Item 5) | |||||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
| ¨ | ||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.9% (See Item 5) | |||||||
14 | TYPE OF REPORTING PERSON *
PN – Limited Partnership |
* | See Instructions |
CUSIP No. 78478V100 | SCHEDULE 13D/A | PAGE 4 OF 9 PAGES |
1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
RMCP GP LLC 20-4442412 | |||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) ¨
| |||||||
3 | SEC USE ONLY
| |||||||
4 | SOURCE OF FUNDS*
AF (See Item 3) | |||||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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
4,110,011 shares (See Item 5) | ||||||
8 | SHARED VOTING POWER
None (See Item 5) | |||||||
9 | SOLE DISPOSITIVE POWER
4,110,011 shares (See Item 5) | |||||||
10 | SHARED DISPOSITIVE POWER
None (See Item 5) | |||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,110,011 shares (See Item 5) | |||||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
| ¨ | ||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.9% (See Item 5) | |||||||
14 | TYPE OF REPORTING PERSON *
OO – Limited Liability Company |
* | See Instructions |
CUSIP No. 78478V100 | SCHEDULE 13D/A | PAGE 5 OF 9 PAGES |
1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Red Mountain Capital Management, Inc. 13-4057186 | |||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x
| |||||||
3 | SEC USE ONLY
| |||||||
4 | SOURCE OF FUNDS*
AF (See Item 3) | |||||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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
4,110,011 shares (See Item 5) | ||||||
8 | SHARED VOTING POWER
None (See Item 5) | |||||||
9 | SOLE DISPOSITIVE POWER
4,110,011 shares (See Item 5) | |||||||
10 | SHARED DISPOSITIVE POWER
None (See Item 5) | |||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,110,011 shares (See Item 5) | |||||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
| ¨ | ||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.9% (See Item 5) | |||||||
14 | TYPE OF REPORTING PERSON *
CO – Corporation |
* | See Instructions |
CUSIP No. 78478V100 | SCHEDULE 13D/A | PAGE 6 OF 9 PAGES |
1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Willem Mesdag | |||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x
| |||||||
3 | SEC USE ONLY
| |||||||
4 | SOURCE OF FUNDS*
AF (See Item 3) | |||||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
| ¨ | ||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen | |||||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
4,110,011 shares (See Item 5) | ||||||
8 | SHARED VOTING POWER
None (See Item 5) | |||||||
9 | SOLE DISPOSITIVE POWER
4,110,011 shares (See Item 5) | |||||||
10 | SHARED DISPOSITIVE POWER
None (See Item 5) | |||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,110,011 shares (See Item 5) | |||||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
| ¨ | ||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.9% (See Item 5) | |||||||
14 | TYPE OF REPORTING PERSON *
IN – Individual |
* | See Instructions |
CUSIP No. 78478V100 | SCHEDULE 13D/A | PAGE 7 OF 9 PAGES |
This Amendment No. 3 amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on August 15, 2011, as amended by Amendment No. 1 thereto, filed with the SEC on October 11, 2011, and Amendment No. 2 thereto, filed with the SEC on February 1, 2012 (together, this “Schedule 13D”), by (i) Red Mountain Capital Partners LLC, a Delaware limited liability company (“RMCP LLC”), (ii) Red Mountain Capital Partners II, L.P., a Delaware limited partnership (“RMCP II”), (iii) RMCP GP LLC, a Delaware limited liability company (“RMCP GP”), (iv) Red Mountain Capital Management, Inc., a Delaware corporation (“RMCM”), and (v) Willem Mesdag, a natural person and citizen of the United States of America, with respect to the common stock, par value $0.01 per share (the “Common Stock”), of STR Holdings, Inc., a Delaware corporation (“STRI”). RMCP LLC, RMCP II, RMCP GP, RMCM and Mr. Mesdag are sometimes collectively referred to herein as the “Reporting Persons.” The filing of any amendment to this Schedule 13D (including the filing of this Amendment No. 3) shall not be construed to be an admission by the Reporting Persons that a material change has occurred in the facts set forth in this Schedule 13D or that such amendment is required under Rule 13d-2 of the Securities Exchange Act of 1934, as amended.
ITEM 4. | PURPOSE OF TRANSACTION |
Item 4 of this Schedule 13D is hereby amended by adding the following:
On January 31, 2012, RMCP LLC sent a letter (the “Letter to Management”) to Dennis L. Jilot, the Executive Chairman of the Board of Directors of STRI, asking STRI to consider, among other things, the addition of J. Christopher Teets to STRI’s Board of Directors and the retirement of up to three directors appointed by DLJ Merchant Banking Partners. This summary of the Letter to Management is qualified entirely by reference to the full text of the Letter to Management, a copy of which was filed as Exhibit 2 to Amendment No. 2 to this Schedule 13D and is incorporated herein by reference.
On February 3, 2012, RMCP LLC received a letter (the “Management Response”) from Mr. Jilot, rejecting RMCP LLC’s suggestions in the Letter to Management. A copy of the Management Response is attached hereto as Exhibit 3. The Management Response is being furnished as an exhibit to this Schedule 13D solely for background purposes, and the Reporting Persons disclaim any responsibility for the accuracy of any statement made in the Management Response.
On February 6, 2012, RMCP LLC sent a letter (the “Second Letter to Management”) to Mr. Jilot in response to the Management Response. The Second Letter to Management, among other things, urged Mr. Jilot and STRI’s Board of Directors to reconsider their position regarding the addition of J. Christopher Teets to STRI’s Board of Directors. The foregoing description of the Second Letter to Management is qualified in its entirety by reference to the full text of the Second Letter to Management, a copy of which is attached hereto as Exhibit 4 and is incorporated herein by reference.
ITEM 7. | MATERIAL TO BE FILED AS EXHIBITS |
Item 7 of this Schedule 13D is hereby amended to include the following information:
Exhibit | Description of Exhibit | |
3 | Management Response, dated as of February 3, 2012, sent by Dennis L. Jilot, Executive Chairman of the Board of STRI, to RMCP LLC (filed herewith). | |
4 | Second Letter to Management, dated as of February 6, 2012, sent by RMCP LLC to Dennis L. Jilot, Executive Chairman of the Board of STRI (filed herewith). |
CUSIP No. 78478V100 | SCHEDULE 13D/A | PAGE 8 OF 9 PAGES |
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.
Dated: February 7, 2012
RED MOUNTAIN CAPITAL PARTNERS LLC | ||||
/s/ Willem Mesdag | ||||
By: | Willem Mesdag | |||
Title: | Authorized Signatory | |||
RED MOUNTAIN CAPITAL PARTNERS II, L.P. | ||||
By: | RMCP GP LLC, its general partner | |||
/s/ Willem Mesdag | ||||
By: | Willem Mesdag | |||
Title: | Authorized Signatory | |||
RMCP GP LLC | ||||
/s/ Willem Mesdag | ||||
By: | Willem Mesdag | |||
Title: | Authorized Signatory | |||
RED MOUNTAIN CAPITAL MANAGEMENT, INC. | ||||
/s/ Willem Mesdag | ||||
By: | Willem Mesdag | |||
Title: | President | |||
WILLEM MESDAG | ||||
/s/ Willem Mesdag |
CUSIP No. 78478V100 | SCHEDULE 13D/A | PAGE 9 OF 9 PAGES |
EXHIBIT INDEX
Exhibit | Description of Exhibit | |
1 | Joint Filing Agreement, dated as of August 15, 2011, by and among the Reporting Persons (incorporated by reference to Exhibit 1 to the Schedule 13D filed by the Reporting Persons with the SEC on August 15, 2011). | |
2 | Letter to Management, dated as of January 31, 2012, sent by RMCP LLC to Dennis L. Jilot, Executive Chairman of the Board of STRI (incorporated by reference by Exhibit 2 to Amendment No. 2 to Schedule 13D filed by the Reporting Persons with the SEC on February 1, 2012). | |
3 | Management Response, dated as of February 3, 2012, sent by Dennis L. Jilot, Executive Chairman of the Board of STRI, to RMCP LLC (filed herewith). | |
4 | Second Letter to Management, dated as of February 6, 2012, sent by RMCP LLC to Dennis L. Jilot, Executive Chairman of the Board of STRI (filed herewith). |