SC 13D/A 1 v33203244a.htm SCHEDULE 13D/A (AMENDMENT NO. 1)
KVH Industries, Inc.
SC 13D/A on 02/06/2020   Download
SEC Document
SEC Filing


SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

KVH Industries, Inc.

(Name of Issuer)

Common Stock, par value
$0.01 per share

(Title of Class of Securities)

482738101

(CUSIP Number)

Vintage Capital Management, LLC
4705 S. Apopka Vineland Road, Suite 206
Orlando, FL 32819
(407) 909-8015

With a copy to:

Russell Leaf
Jared Fertman
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, NY 10019
(212) 728-8000


(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
 
February 6, 2020

(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 the Notes).
 

 

 
 
CUSIP No. 75689M101
13D
Page 2 of 9
(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
1,700,000 shares
(9) SOLE DISPOSITIVE POWER
0 shares
(10) SHARED DISPOSITIVE POWER
1,700,000 shares
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,700,000 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)
9.39%*
(14) TYPE OF REPORTING PERSON (see instructions)
OO
 
 
 
 

 *Percentage calculated based on 18,096,586 shares of common stock, par value $0.01 per share, outstanding as of October 28, 2019, as reported by KVH Industries, Inc. in its Form 10-Q filed on October 31, 2019.


CUSIP No. 75689M101
13D
Page 3 of 9
(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
1,700,000 shares
(9) SOLE DISPOSITIVE POWER
0 shares
(10) SHARED DISPOSITIVE POWER
1,700,000 shares
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,700,000 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)
9.39%*
(14) TYPE OF REPORTING PERSON (see instructions)
OO
 
 
 
 
 
  *Percentage calculated based on 18,096,586 shares of common stock, par value $0.01 per share, outstanding as of October 28, 2019, as reported by KVH Industries, Inc. in its Form 10-Q filed on October 31, 2019.


 

CUSIP No. 75689M101
13D
Page 4 of 9
(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
1,700,000 shares
(9) SOLE DISPOSITIVE POWER
0 shares
(10) SHARED DISPOSITIVE POWER
1,700,000 shares
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,700,000 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)
9.39%*
(14) TYPE OF REPORTING PERSON (see instructions)
IN
 
 
 
 

 *Percentage calculated based on 18,096,586 shares of common stock, par value $0.01 per share, outstanding as of October 28, 2019, as reported by KVH Industries, Inc. in its Form 10-Q filed on October 31, 2019.


This Amendment No. 1 (this “Amendment”) amends the Schedule 13D filed on February 5, 2020 (the “Schedule 13D”) relating to shares of common stock, par value $0.01 per share (the “Common Stock” or “Shares”) of KVH Industries, Inc. (the “Issuer”). Capitalized terms used but not otherwise defined shall have the respective meanings ascribed to such terms in the Schedule 13D.


Item 4.          Purpose of Transaction.

Item 4 of Schedule 13D is hereby amended to include the following:

On February 6, 2020, the Reporting Persons delivered a nomination notice (the “Nomination Notice”) to the Issuer which is attached as Exhibit 99.2 to this Schedule 13D, nominating two highly qualified individuals, Robert Tavares and Sharon M. Leite (the “Nominees”) for election to the board of directors  of the Issuer (the “Board”) at the Issuer’s 2020 annual meeting of stockholders.  The Reporting Persons believe that the Nominees have the qualifications, experience and skill sets that will make them valuable additions to the Board.

The Reporting Persons may engage in discussions with the Issuer regarding  the Nominees, Board representation and the composition of the Issuer’s Board, generally.
The Nomination Notice also includes a notice to the Issuer that the Reporting Persons intend to submit, for a stockholder vote at the Annual Meeting, a resolution that would repeal any provision of the Bylaws of the Issuer in effect at the time of the Annual Meeting that was not included in the Bylaws of the Issuer in effect and publicly filed with the Securities and Exchange Commission as of February 5, 2020.

Item 6.          Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 of this Schedule 13D is hereby amended to include the following:

On February 5, 2020,  Vintage Capital Management, LLC (“Vintage”) entered into a  Nomination Agreements with each of the Nominees (the “Nomination Agreements”) substantially in the form attached as Exhibit 99.3 to the Schedule 13D. Pursuant to such agreements, Vintage has agreed to indemnify each of the Nominees for certain potential claims in connection with their standing as candidates for election to the Board and Vintage has agreed to reimburse the Nominees for certain expenses incurred by the Nominees in connection with their service as a Nominee. The foregoing description of the Nomination Agreements is not complete and is qualified in its entirety by reference to the Nomination Agreement attached to this Schedule 13D incorporated herein by reference.

Except as disclosed in this Schedule 13D, there are no contracts, arrangements, understandings or relationships with
respect to securities of the Issuer.

Item 7.
Materials to Be Filed as Exhibits
 
     
Exhibit
  
Description
 
99.2
 
99.3
 
  
Nomination Notice dated February 6, 2020.
 
Form of Nomination Agreement


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: February 6, 2020
 
 
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