| OMB APPROVAL |
| OMB Number: 3235-0145 |
| Expires: February 28, 2009 |
| Estimated average burden |
| hours per response: 14.5 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
NAVARRE CORPORATION
(Name of Issuer)
Common Stock
(Title of Class of Securities)
639208107
Becker Drapkin Management, L.P.
Attn: Steven R. Becker
Attn: Matthew A. Drapkin
500 Crescent Court, Suite 230
Dallas, Texas 75201
(214) 756-6016
With a copy to:
Richard J. Birns, Esq.
Boies, Schiller & Flexner LLP
575 Lexington Avenue, 7th Floor
New York, NY 10022
(212) 446-2300
(Name, Address and Telephone Number of PersonAuthorized to Receive Notices and Communications)
July 8, 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 that 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: o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 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 the Notes).
1 This filing constitutes Amendment No. 5 for BD Partners II, L.P., and Amendment No. 8 for all other entities making this filing. The previous filings are incorporated herein by reference, except as superseded by this filing.
SCHEDULE 13D
CUSIP No. 639208107 |
1 | NAME OF REPORTING PERSON / I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Becker Drapkin Management, L.P. |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) þ (b) ¨ |
3 | SEC USE ONLY |
4 | SOURCE OF FUNDS (See Instructions) OO |
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Texas |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 |
8 | SHARED VOTING POWER 2,958,551 |
9 | SOLE DISPOSITIVE POWER 0 |
10 | SHARED DISPOSITIVE POWER 2,958,551 |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,958,551 |
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.3% |
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IA, PN |
CUSIP No. 639208107 |
1 | NAME OF REPORTING PERSON / I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Becker Drapkin Partners (QP), L.P. |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) þ (b) ¨ |
3 | SEC USE ONLY |
4 | SOURCE OF FUNDS (See Instructions) WC |
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Texas |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 1,929,537 |
8 | SHARED VOTING POWER 0 |
9 | SOLE DISPOSITIVE POWER 1,929,537 |
10 | SHARED DISPOSITIVE POWER 0 |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,929,537 |
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.4% |
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN |
CUSIP No. 639208107 |
1 | NAME OF REPORTING PERSON / I.R.S. IDENTIFICATION NO. OF ABOVE PERSON. Becker Drapkin Partners, L.P. |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) þ (b) ¨ |
3 | SEC USE ONLY |
4 | SOURCE OF FUNDS (See Instructions) WC |
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Texas |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 309,610 |
8 | SHARED VOTING POWER 0 |
9 | SOLE DISPOSITIVE POWER 309,610 |
10 | SHARED DISPOSITIVE POWER 0 |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 309,610 |
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.6% |
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN |
CUSIP No. 639208107 |
1 | NAME OF REPORTING PERSON / I.R.S. IDENTIFICATION NO. OF ABOVE PERSON. BD Partners II, L.P. |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) þ (b) ¨ |
3 | SEC USE ONLY |
4 | SOURCE OF FUNDS (See Instructions) WC |
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Texas |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 719,404 |
8 | SHARED VOTING POWER 0 |
9 | SOLE DISPOSITIVE POWER 719,404 |
10 | SHARED DISPOSITIVE POWER 0 |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 719,404 |
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.3% |
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN |
CUSIP No. 639208107 |
1 | NAME OF REPORTING PERSON / I.R.S. IDENTIFICATION NO. OF ABOVE PERSON BC Advisors, LLC |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) þ (b) ¨ |
3 | SEC USE ONLY |
4 | SOURCE OF FUNDS (See Instructions) OO |
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Texas |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 |
8 | SHARED VOTING POWER 2,958,551 |
9 | SOLE DISPOSITIVE POWER 0 |
10 | SHARED DISPOSITIVE POWER 2,958,551 |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,958,551 |
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.3% |
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IA, OO |
CUSIP No. 639208107 |
1 | NAME OF REPORTING PERSON / I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Steven R. Becker |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) þ (b) ¨ |
3 | SEC USE ONLY |
4 | SOURCE OF FUNDS (See Instructions) OO |
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o |
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 2,958,551 |
9 | SOLE DISPOSITIVE POWER 0 |
10 | SHARED DISPOSITIVE POWER 2,958,551 |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,958,551 |
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.3% |
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN |
CUSIP No. 639208107 |
1 | NAME OF REPORTING PERSON / I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Matthew A. Drapkin |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) þ (b) ¨ |
3 | SEC USE ONLY |
4 | SOURCE OF FUNDS (See Instructions) OO |
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o |
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 2,958,551 |
9 | SOLE DISPOSITIVE POWER 0 |
10 | SHARED DISPOSITIVE POWER 2,958,551 |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,958,551 |
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.3% |
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN |
This Amendment No. 8 to Schedule 13D amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on August 9, 2010, Amendment No. 1 thereto, filed with the SEC August 30, 2010, Amendment No. 2 thereto, filed with the SEC September 7, 2010, Amendment No. 3 thereto, filed with the SEC September 16, 2010, Amendment No. 4 thereto, filed with the SEC November 10, 2010, Amendment No. 5 thereto, filed with the SEC February 15, 2011, Amendment No. 6 thereto, filed with the SEC July 29, 2011, and Amendment No. 7 thereto, filed with the SEC November 2, 2011, with respect to the common stock (the “Common Stock”) of Navarre Corporation, a Minnesota corporation (the “Issuer”).
Item 2. | Identity and Background Subparagraph (b) of Item 2 is amended and supplemented to add the following information for updating as of the date hereof: (b) The business address of each Reporting Person is 500 Crescent Court, Suite 230, Dallas, Texas 75201. |
Item 5. | Interest in Securities of the Issuer |
| Subparagraphs (a) and (b) of Item 5 are amended and supplemented to add the following information for updating as of the date hereof: (a), (b) As of the date hereof, the Reporting Persons own an aggregate of 2,958,551 shares of Common Stock. Based upon a total of 56,238,236 outstanding shares of Common Stock, as reported in the Issuer’s annual report on Form 10-K for the period ending March 31, 2013, the Reporting Persons’ shares represent approximately 5.3% of the outstanding shares of Common Stock. Becker Drapkin QP owns 1,929,537 shares of Common Stock (the “Becker Drapkin QP Shares”), which represent approximately 3.4% of the outstanding shares of Common Stock. Becker Drapkin, L.P. owns 309,610 shares of Common Stock (the “Becker Drapkin, L.P. Shares”), which represent approximately 0.6% of the outstanding shares of Common Stock. BD Partners II owns 719,404 shares of Common Stock (the “BD Partners II Shares”), which represent approximately 1.3% of the outstanding shares of Common Stock. The Becker Drapkin QP Shares, Becker Drapkin, L.P. Shares and BD Partners II Shares are collectively referred to herein as the “Becker Drapkin Shares.” Becker Drapkin QP has the power to vote or to direct the vote of (and the power to dispose or direct the disposition of) the Becker Drapkin QP Shares. Becker Drapkin QP disclaims beneficial ownership of the Becker Drapkin, L.P. Shares and the BD Partners II Shares. Becker Drapkin, L.P. has the power to vote or to direct the vote of (and the power to dispose or direct the disposition of) the Becker Drapkin, L.P. Shares. Becker Drapkin, L.P. disclaims beneficial ownership of the Becker Drapkin QP Shares and the BD Partners II Shares. BD Partners II has the power to vote or direct the vote of (and the power to dispose or direct the disposition of) the BD Partners II Shares. BD Partners II disclaims beneficial ownership of the Becker Drapkin QP Shares and the Becker Drapkin, L.P. Shares. As general partner of the Becker Drapkin Funds, BD Management may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Becker Drapkin Shares. BD Management in its capacity as investment manager for the Managed Account had the sole power to vote or direct the vote of (and to dispose or direct the disposition of) 2,062,050 shares of Common Stock held by the Managed Account (the “Managed Account Shares”). As a result of the expiration of the term of the agreement governing the Managed Account Shares on the date hereof, BD Management no longer has any power to vote or direct the vote of (or to dispose or direct the disposition of) the Managed Account Shares. BD Management disclaims beneficial ownership of the Becker Drapkin Shares. |
Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer |
| Item 6 is amended and supplemented to add the following information for updating as of the date hereof: On July 8, 2013, the Reporting Persons entered into the Joint Filing Agreement, pursuant to which they agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer. Such Joint Filing Agreement is attached hereto as Exhibit 1. Except for the matters described herein, no Reporting Person has any contract, arrangement, understanding or relationship with any person with respect to any securities of the Issuer. |
Item 7. | Material to Be Filed as Exhibits |
Exhibit 1 | Joint Filing Agreement, dated July 8, 2013, by and among Becker Drapkin Management, L.P.; Becker Drapkin Partners (QP), L.P.; Becker Drapkin Partners, L.P.; BD Partners II, L.P.; BC Advisors, LLC; Steven R. Becker; and Matthew A. Drapkin. |
Exhibit 2 | Power of Attorney, dated March 16, 2013, signed by Steven R. Becker |
Exhibit 3 | Power of Attorney, dated March 16, 2013, signed by Matthew A. Drapkin |
SIGNATURES
After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned, severally and not jointly, certifies that the information set forth in this statement is true, complete and correct.
Dated: July 8, 2013
| BECKER DRAPKIN MANAGEMENT, L.P. |
| |
| By: | BC Advisors, LLC, its general partner |
| |
| | By: | /s/ Thomas X. Fritsch |
| | Name: Thomas X. Fritsch |
| | Title: Attorney-in-Fact |
| |
| BECKER DRAPKIN PARTNERS (QP), L.P. |
| | |
| By: | Becker Drapkin Management, L.P., its general partner |
| | | |
| | By: | BC Advisors, LLC, its general partner |
| | |
| | | By: | /s/ Thomas X. Fritsch |
| | | | Name: Thomas X. Fritsch |
| | | | Title: Attorney-in-Fact |
| | |
| BECKER DRAPKIN PARTNERS, L.P. |
| | |
| By: | Becker Drapkin Management, L.P., its general partner |
| | | |
| | By: | BC Advisors, LLC, its general partner |
| | |
| | | By: | /s/ Thomas X. Fritsch |
| | | | Name: Thomas X. Fritsch |
| | | | Title: Attorney-in-Fact |
| | |
| BD PARTNERS II, L.P. |
| | |
| By: | Becker Drapkin Management, L.P., its general partner |
| | |
| | By: | BC Advisors, LLC, its general partner |
| | |
| | | By: | /s/ Thomas X. Fritsch |
| | | | Name: Thomas X. Fritsch |
| | | | Title: Attorney-in-Fact |
| | |
| BC ADVISORS, LLC |
| | |
| By: | /s/ Thomas X. Fritsch |
| | Name: Thomas X. Fritsch |
| | Title: Attorney-in-Fact |
| | |
| STEVEN R. BECKER |
| | |
| By: | /s/ Thomas X. Fritsch |
| | | Name: Thomas X. Fritsch |
| | | Title: Attorney-in-Fact |
| | |
| MATTHEW A. DRAPKIN |
| | |
| By: | /s/ Thomas X. Fritsch |
| | | Name: Thomas X. Fritsch |
| | Title: Attorney-in-Fact |
Exhibit 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock of Navarre Corporation, and that this Agreement be included as an Exhibit to such joint filing.
Each of the undersigned acknowledges that each shall be responsible for the timely filing of any statement (including amendments) on Schedule 13D, and for the completeness and accuracy of the information concerning him or it contained herein, but shall not be responsible for the completeness and accuracy of the information concerning the other persons making such filings, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
Dated: July 8, 2013
| BECKER DRAPKIN MANAGEMENT, L.P. |
| |
| By: | BC Advisors, LLC, its general partner |
| |
| | By: | /s/ Thomas X. Fritsch |
| | Name: Thomas X. Fritsch |
| | Title: Attorney-in-Fact |
| |
| BECKER DRAPKIN PARTNERS (QP), L.P. |
| | |
| By: | Becker Drapkin Management, L.P., its general partner |
| | | |
| | By: | BC Advisors, LLC, its general partner |
| | |
| | | By: | /s/ Thomas X. Fritsch |
| | | | Name: Thomas X. Fritsch |
| | | | Title: Attorney-in-Fact |
| | |
| BECKER DRAPKIN PARTNERS, L.P. |
| | |
| By: | Becker Drapkin Management, L.P., its general partner |
| | | |
| | By: | BC Advisors, LLC, its general partner |
| | |
| | | By: | /s/ Thomas X. Fritsch |
| | | | Name: Thomas X. Fritsch |
| | | | Title: Attorney-in-Fact |
| | |
| BD PARTNERS II, L.P. |
| | |
| By: | Becker Drapkin Management, L.P., its general partner |
| | |
| | By: | BC Advisors, LLC, its general partner |
| | |
| | | By: | /s/ Thomas X. Fritsch |
| | | | Name: Thomas X. Fritsch |
| | | | Title: Attorney-in-Fact |
| | |
| BC ADVISORS, LLC |
| | |
| By: | /s/ Thomas X. Fritsch |
| | Name: Thomas X. Fritsch |
| | Title: Attorney-in-Fact |
| | |
| | |
| | |
| | |
| | |
| STEVEN R. BECKER |
| | |
| By: | /s/ Thomas X. Fritsch |
| | | Name: Thomas X. Fritsch |
| | | Title: Attorney-in-Fact |
| | |
| MATTHEW A. DRAPKIN |
| | |
| By: | /s/ Thomas X. Fritsch |
| | | Name: Thomas X. Fritsch |
| | Title: Attorney-in-Fact |
Exhibit 2
Power of Attorney
March 16, 2013
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549
This letter confirms that each and any of Richard J. Birns, Thomas X. Fritsch, Andrew S. McLelland, and Daniel A. Grossman is authorized and designated to sign all securities related filings with the Securities and Exchange Commission, including Forms 3, 4 and 5, on my behalf and on behalf of each entity for which I may sign such filings. This authorization and designation shall be valid until either revoked in writing by the undersigned or until three years from the date of this letter.
Very truly yours,
/s/ Steven R. Becker
Steven R. Becker
Exhibit 3
Power of Attorney
March 16, 2013
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549
This letter confirms that each and any of Richard J. Birns, Thomas X. Fritsch, Andrew S. McLelland, and Daniel A. Grossman is authorized and designated to sign all securities related filings with the Securities and Exchange Commission, including Forms 3, 4 and 5, on my behalf and on behalf of each entity for which I may sign such filings. This authorization and designation shall be valid until either revoked in writing by the undersigned or until three years from the date of this letter.
Very truly yours,
/s/ Matthew A. Drapkin
Matthew A. Drapkin