UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
| Micronetics, Inc. |
(Name of Issuer)
| Common Stock, par value $.01 per share |
(Title of Class of Securities)
| 595125105 |
(CUSIP Number)
Vintage Capital Management, LLC 4705 S. Apopka Vineland Road, Suite 210 Orlando, FL 32819 (407) 909-8015 |
With a copy to: Bradley L. Finkelstein Wilson Sonsini Goodrich & Rosati Professional Corporation 650 Page Mill Road Palo Alto, CA 94304 (650) 493-9300 |
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
| June 11, 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 which 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.
| * | 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 theNotes).
Page 1 of 9
| CUSIP No. 595125105 | 13D |
| (1) | NAMES OF REPORTING PERSONS
Vintage Partners, L.P. | |||||
| (2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ¨ (b) ¨
| |||||
| (3) | SEC USE ONLY
| |||||
| (4) | SOURCE OF FUNDS (see instructions)
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
0 shares | ||||
| (8) | SHARED VOTING POWER
0 shares | |||||
| (9) | SOLE DISPOSITIVE POWER
0 shares | |||||
| (10) | SHARED DISPOSITIVE POWER
0 shares | |||||
(11) | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 shares | |||||
(12) | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ¨
| |||||
(13) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%* | |||||
(14) | TYPE OF REPORTING PERSON (see instructions)
PN | |||||
| * | Percentage calculated based on 4,575,663 shares of common stock, par value $.01 per share, outstanding as of May 25, 2012, as reported in the Form 10-K for the fiscal year ended March 31, 2012 of Micronetics, Inc. |
Page 2 of 9
| CUSIP No. 595125105 | 13D |
| (1) | NAMES OF REPORTING PERSONS
Vintage Partners GP, LLC | |||||
| (2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ¨ (b) ¨
| |||||
| (3) | SEC USE ONLY
| |||||
| (4) | SOURCE OF FUNDS (see instructions)
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
0 shares | ||||
| (8) | SHARED VOTING POWER
0 shares | |||||
| (9) | SOLE DISPOSITIVE POWER
0 shares | |||||
| (10) | SHARED DISPOSITIVE POWER
0 shares | |||||
(11) | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 shares | |||||
(12) | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ¨
| |||||
(13) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%* | |||||
(14) | TYPE OF REPORTING PERSON (see instructions)
OO | |||||
| * | Percentage calculated based on 4,575,663 shares of common stock, par value $.01 per share, outstanding as of May 25, 2012, as reported in the Form 10-K for the fiscal year ended March 31, 2012 of Micronetics, Inc. |
Page 3 of 9
| CUSIP No. 595125105 | 13D |
| (1) | NAMES OF REPORTING PERSONS
Vintage Capital Management, LLC | |||||
| (2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ¨ (b) ¨
| |||||
| (3) | SEC USE ONLY
| |||||
| (4) | SOURCE OF FUNDS (see instructions)
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
0 shares | ||||
| (8) | SHARED VOTING POWER
0 shares | |||||
| (9) | SOLE DISPOSITIVE POWER
0 shares | |||||
| (10) | SHARED DISPOSITIVE POWER
0 shares | |||||
(11) | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 shares | |||||
(12) | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ¨
| |||||
(13) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%* | |||||
(14) | TYPE OF REPORTING PERSON (see instructions)
OO | |||||
| * | Percentage calculated based on 4,575,663 shares of common stock, par value $.01 per share, outstanding as of May 25, 2012, as reported in the Form 10-K for the fiscal year ended March 31, 2012 of Micronetics, Inc. |
Page 4 of 9
| CUSIP No. 595125105 | 13D |
| (1) | NAMES OF REPORTING PERSONS
Kahn Capital Management, LLC | |||||
| (2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ¨ (b) ¨
| |||||
| (3) | SEC USE ONLY
| |||||
| (4) | SOURCE OF FUNDS (see instructions)
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
0 shares | ||||
| (8) | SHARED VOTING POWER
0 shares | |||||
| (9) | SOLE DISPOSITIVE POWER
0 shares | |||||
| (10) | SHARED DISPOSITIVE POWER
0 shares | |||||
(11) | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 shares | |||||
(12) | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ¨
| |||||
(13) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%* | |||||
(14) | TYPE OF REPORTING PERSON (see instructions)
OO | |||||
| * | Percentage calculated based on 4,575,663 shares of common stock, par value $.01 per share, outstanding as of May 25, 2012, as reported in the Form 10-K for the fiscal year ended March 31, 2012 of Micronetics, Inc. |
Page 5 of 9
| CUSIP No. 595125105 | 13D |
| (1) | NAMES OF REPORTING PERSONS
Brian R. Kahn | |||||
| (2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ¨ (b) ¨
| |||||
| (3) | SEC USE ONLY
| |||||
| (4) | SOURCE OF FUNDS (see instructions)
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
United States of America | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | (7) | SOLE VOTING POWER
0 shares | ||||
| (8) | SHARED VOTING POWER
0 shares | |||||
| (9) | SOLE DISPOSITIVE POWER
0 shares | |||||
| (10) | SHARED DISPOSITIVE POWER
0 shares | |||||
(11) | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 shares | |||||
(12) | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ¨
| |||||
(13) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%* | |||||
(14) | TYPE OF REPORTING PERSON (see instructions)
IN | |||||
| * | Percentage calculated based on 4,575,663 shares of common stock, par value $.01 per share, outstanding as of May 25, 2012, as reported in the Form 10-K for the fiscal year ended March 31, 2012 of Micronetics, Inc. |
Page 6 of 9
Explanatory Note
This Amendment No. 3 (this “Amendment”) amends and supplements the Schedule 13D filed on August 12, 2011, as amended on September 19, 2011 and October 18, 2011 (the “Schedule 13D”), by the Reporting Persons relating to the Common Stock of the Issuer. Information reported in the Schedule 13D remains in effect except to the extent that it is amended, restated or superseded by information contained in this Amendment. Capitalized terms used but not defined in this Amendment have the respective meanings set forth in the Schedule 13D.
Item 5 of the Schedule 13D is hereby amended and supplemented as follows:
Item 5. Interest in Securities of the Issuer.
(a) and (b) As of June 11, 2012, the Reporting Persons no longer beneficial own, or may be deemed to beneficially own, any shares of Common Stock.
(c) Except as set forth in Schedule A, which is incorporated herein by reference, none of the Reporting Persons have effected any transactions in the Common Stock during the past 60 days.
(d) Not applicable.
(e) The Reporting Persons ceased to beneficial own, or be deemed to beneficially own, more than 5% of the Common Stock on June 11, 2012.
Page 7 of 9
SIGNATURES
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: June 12, 2012
| VINTAGE PARTNERS, L.P. | ||||
| By: | Vintage Partners GP, LLC, its General Partner | |||
| By: | /s/ Brian R. Kahn | |||
| Name: | Brian R. Kahn | |||
| Title: | Manager | |||
| VINTAGE PARTNERS GP, LLC | ||||
| By: | /s/ Brian R. Kahn | |||
| Name: | Brian R. Kahn | |||
| Title: | Manager | |||
| VINTAGE CAPITAL MANAGEMENT, LLC | ||||
| By: | /s/ Brian R. Kahn | |||
| Name: | Brian R. Kahn | |||
| Title: | Manager | |||
| KAHN CAPITAL MANAGEMENT, LLC | ||||
| By: | /s/ Brian R. Kahn | |||
| Name: | Brian R. Kahn | |||
| Title: | Manager | |||
/s/ Brian R. Kahn | ||||
Brian R. Kahn | ||||
Page 8 of 9
Schedule A
Transactions by the Reporting Persons in the Past 60 Days
Beneficial Ownership | Transaction Date | Purchase or Sale | Quantity | Price per Share (excluding commission) | How Effected | |||||
Vintage Partners, L.P. | 06/11/12 | Sale | 449,613 | 14.56 | Open Market |
Page 9 of 9
