UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
SMTC CORPORATION
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
832682207
(CUSIP Number)
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Wynnefield Partners Small Cap Value, L.P.
450 Seventh Avenue, Suite 509
New York, New York 10123
Attention: Mr. Nelson Obus
May 30, 2013
(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 Rule 13d-1(b)(3) or (4) check the following box¨.
The information required in 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, as amended (the “Act”), or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.
SCHEDULE 13D
CUSIP No. 832682207 | | Page2 of 11Pages |
1 | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Wynnefield Partners Small Cap Value, L.P. 13-3688497 |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)¨ (b)x |
3 | SEC USE ONLY |
4 | SOURCE OF FUNDS* WC |
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 | 7 | SOLE VOTING POWER 198,654 (See Item 5) |
OWNED BY EACH | 8 | SHARED VOTING POWER 0 (See Item 5) |
REPORTING | 9 | SOLE DISPOSITIVE POWER 198,654 (See Item 5) |
PERSON WITH | 10 | SHARED DISPOSITIVE POWER 0 (See Item 5) |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 198,654 (See Item 5) |
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*o |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.2% |
14 | TYPE OF REPORTING PERSON* PN |
| | | |
SCHEDULE 13D
CUSIP No. 832682207 | | Page3 of 11Pages |
1 | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Wynnefield Partners Small Cap Value L.P. I 13-3953291 |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)¨ (b)x |
3 | SEC USE ONLY |
4 | SOURCE OF FUNDS* WC |
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 | 7 | SOLE VOTING POWER 310,669 (See Item 5) |
OWNED BY EACH | 8 | SHARED VOTING POWER 0 (See Item 5) |
REPORTING | 9 | SOLE DISPOSITIVE POWER 310,669 (See Item 5) |
PERSON WITH | 10 | SHARED DISPOSITIVE POWER 0 (See Item 5) |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 310,669 (See Item 5) |
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*o |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.9% |
14 | TYPE OF REPORTING PERSON* PN |
| | | |
SCHEDULE 13D
CUSIP No. 832682207 | | Page4 of 11Pages |
1 | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Wynnefield Small Cap Value Offshore Fund, Ltd. (No IRS Identification No.) |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)¨ (b)x |
3 | SEC USE ONLY |
4 | SOURCE OF FUNDS* WC |
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)¨ |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands |
NUMBER OF SHARES BENEFICIALLY | 7 | SOLE VOTING POWER 151,062 (See Item 5) |
OWNED BY EACH | 8 | SHARED VOTING POWER 0 (See Item 5) |
REPORTING | 9 | SOLE DISPOSITIVE POWER 151,062 (See Item 5) |
PERSON WITH | 10 | SHARED DISPOSITIVE POWER 0 (See Item 5) |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 151,062 (See Item 5) |
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*o |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.9% |
14 | TYPE OF REPORTING PERSON* CO |
| | | |
SCHEDULE 13D
CUSIP No. 832682207 | | Page5 of 11Pages |
1 | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Wynnefield Capital, Inc. Profit Sharing Plan |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)¨ (b)x |
3 | SEC USE ONLY |
4 | SOURCE OF FUNDS* N/A |
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 | 7 | SOLE VOTING POWER 200,365 (See Item 5) |
OWNED BY EACH | 8 | SHARED VOTING POWER 0 (See Item 5) |
REPORTING | 9 | SOLE DISPOSITIVE POWER 200,365 (See Item 5) |
PERSON WITH | 10 | SHARED DISPOSITIVE POWER 0 (See Item 5) |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 200,365 (See Item 5) |
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*o |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.2% |
14 | TYPE OF REPORTING PERSON* EP |
| | | |
SCHEDULE 13D
CUSIP No. 832682207 | | Page6 of 11Pages |
1 | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Wynnefield Capital Management, LLC 13-4018186 |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)¨ (b)x |
3 | SEC USE ONLY |
4 | SOURCE OF FUNDS* N/A |
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)¨ |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION New York |
NUMBER OF SHARES BENEFICIALLY | 7 | SOLE VOTING POWER 509,323 (See Item 5) |
OWNED BY EACH | 8 | SHARED VOTING POWER 0 (See Item 5) |
REPORTING | 9 | SOLE DISPOSITIVE POWER 509,323 (See Item 5) |
PERSON WITH | 10 | SHARED DISPOSITIVE POWER 0 (See Item 5) |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 509,323 (See Item 5) |
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*o |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.1% |
14 | TYPE OF REPORTING PERSON* OO |
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SCHEDULE 13D
CUSIP No. 832682207 | | Page7 of 11Pages |
1 | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Wynnefield Capital, Inc. 13-3688495 |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)¨ (b)x |
3 | SEC USE ONLY |
4 | SOURCE OF FUNDS* N/A |
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 | 7 | SOLE VOTING POWER 151,062 (See Item 5) |
OWNED BY EACH | 8 | SHARED VOTING POWER 0 (See Item 5) |
REPORTING | 9 | SOLE DISPOSITIVE POWER 151,062 (See Item 5) |
PERSON WITH | 10 | SHARED DISPOSITIVE POWER 0 (See Item 5) |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 151,062 (See Item 5) |
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*o |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.9% |
14 | TYPE OF REPORTING PERSON* CO |
| | | |
SCHEDULE 13D
CUSIP No. 832682207 | | Page8 of 11Pages |
1 | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Nelson Obus |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)¨ (b)x |
3 | SEC USE ONLY |
4 | SOURCE OF FUNDS* N/A |
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 | 7 | SOLE VOTING POWER 860,750 (See Item 5) |
OWNED BY EACH | 8 | SHARED VOTING POWER 0 (See Item 5) |
REPORTING | 9 | SOLE DISPOSITIVE POWER 860,750 (See Item 5) |
PERSON WITH | 10 | SHARED DISPOSITIVE POWER 0 (See Item 5) |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 860,750 (See Item 5) |
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*o |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.3% |
14 | TYPE OF REPORTING PERSON* IN |
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SCHEDULE 13D
CUSIP No. 832682207 | | Page9 of 11Pages |
1 | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Joshua Landes |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)¨ (b)x |
3 | SEC USE ONLY |
4 | SOURCE OF FUNDS* N/A |
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 | 7 | SOLE VOTING POWER 660,385 (See Item 5) |
OWNED BY EACH | 8 | SHARED VOTING POWER 0 (See Item 5) |
REPORTING | 9 | SOLE DISPOSITIVE POWER 660,385 (See Item 5) |
PERSON WITH | 10 | SHARED DISPOSITIVE POWER 0 (See Item 5) |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 660,385 (See Item 5) |
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*o |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.0% |
14 | TYPE OF REPORTING PERSON* IN |
| | | |
Item 1.Security and Issuer.
This Amendment No. 1 to Schedule 13D relates to the Common Stock, $.01 value per share (the “Common Stock”), of SMTC Corporation, a Delaware corporation (the “Issuer”). This Amendment amends and supplements the Items set forth below of the Wynnefield Reporting Persons’ Schedule 13D previously filed with the Securities and Exchange Commission on May 24, 2013 (Accession Number: 0001144204-13-031579) (the “Initial Statement”). Terms defined in the Initial Statement are used herein with the same meaning.
Item 2.Identity and Background.
The Wynnefield Reporting Persons are filing this amendment to terminate their filing obligation under Section 13(d) of the Securities Exchange Act of 1934, as amended, and instead are taking advantage of their eligibility to simultaneously file an initial Schedule 13G reflecting their beneficial ownership of Common Stock of the Issuer. The Wynnefield Reporting Persons reserve all rights as specified under Item 4 of the Initial Schedule and may determine to convert their Schedule 13G to a Schedule 13D at a future date.
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: May 30, 2013
| WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P. |
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| By: | Wynnefield Capital Management, LLC, General Partner |
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| | By: | /s/ Nelson Obus |
| | | Nelson Obus, Managing Member |
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| WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P. I |
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| By: | Wynnefield Capital Management, LLC, General Partner |
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| | By: | /s/ Nelson Obus |
| | | Nelson Obus, Managing Member |
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| WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND, LTD. |
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| By: | Wynnefield Capital, Inc. |
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| | By: | /s/ Nelson Obus |
| | | Nelson Obus, President |
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| WYNNEFIELD CAPITAL, INC. PROFIT SHARING PLAN |
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| | By: | /s/ Nelson Obus |
| | | Nelson Obus, Authorized Signatory |
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| WYNNEFIELD CAPITAL MANAGEMENT, LLC |
| |
| | By: | /s/ Nelson Obus |
| | | Nelson Obus, Co-Managing Member |
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| WYNNEFIELD CAPITAL, INC. |
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| | By: | /s/ Nelson Obus |
| | | Nelson Obus, President |
| | | |
| /s/ Nelson Obus |
| Nelson Obus, Individually |
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| /s/ Joshua Landes |
| Joshua Landes, Individually |