Page 7 of 8 – SEC Filing
This Amendment No. 9 (Amendment No. 9) to Schedule 13D amends and supplements the statement on Schedule 13D originally filed by Red Oak Partners, LLC (the Reporting Persons) on February 4, 2009, as amended by amendments 1 through 8 (as amended, the Schedule 13D) relating to the common stock, par value $.01 per share (the Common Stock), of SMTC Corporation, a Delaware corporation (the Issuer). The principal executive offices of the Issuer are located at 7050 Woodbine Ave., Markham, Ontario, Canada L3R 4G8. Except as specifically amended and supplemented by this Amendment No. 9, all other provision of the Schedule 13D remain in full force and effect. Unless otherwise indicated, each capitalized term used but not defined herein shall have the meaning assigned to such term in the Schedule 13D.
Item 2. Identity and Background.
(a)-(c) and (f) The names of the persons filing this Statement (the Reporting Persons) are:
The Red Oak Fund, LP, a Delaware limited partnership (Red Oak Fund);
The Red Oak Long Fund, LP, a Delaware limited partnership (Red Oak Long Fund);
The Red Oak Institutional Founders Long Fund, LP, a Delaware limited partnership (Red Oak Founders Fund);
Pinnacle Opportunities Fund, LP, a Delaware limited partnership (Pinnacle Fund);
Red Oak Partners, LLC, a Florida limited liability company (Red Oak Partners);
Pinnacle Capital Partners, LLC, a Florida limited liability company (Pinnacle Capital Partners); and
David Sandberg, a United States citizen.
This Statement is being filed by David Sandberg, the controlling member of Red Oak Partners, which manages each of Red Oak Fund, Red Oak Founders Fund, Red Oak Long Fund and Pinnacle Fund (each a Fund and, collectively, the Funds). The Funds are private investment vehicles formed for the purpose of investing and trading in a wide variety of securities and financial instruments. The Funds directly own the shares as reported in this Statement. Each of the filers hereto disclaims beneficial ownership with respect to any shares other than shares owned directly by such filer.
The principal office or business address of the Red Oak Fund, Red Oak Founders Fund, Red Oak Long Fund, Red Oak Partners, Pinnacle Capital Partners, Pinnacle Fund and David Sandberg is 150 E Palmetto Park Road, Suite 800, Boca Raton, FL 33432.
During the last five years, none of the Reporting Persons have been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Item 4. Purpose of Transaction.
The Reporting Persons will review their investments in the Common Stock from time to time, and, subject to applicable law and regulation and depending upon certain factors, including, without limitation, the financial performance of the Issuer, the availability and price of the Common Stock or other securities related to the Issuer, and other general market and investment conditions, the Reporting Persons may determine to:
acquire additional Common Stock through open market purchases or otherwise;
sell Common Stock through the open market or otherwise; or
otherwise engage or participate in a transaction with the purpose or effect of changing or influencing the control of the Company.
Such transactions may take place at any time and without prior notice. There can be no assurance, however, that any Reporting Person will take any such actions.
Item 5. Interest in Securities of the Issuer.
The aggregate percentage of the Companys outstanding shares of Common Stock reported owned by each Reporting Person is based on 16,825,197 shares of common stock of SMTC Corporation outstanding on July 28, 2017, as reported in SMTC Corporations Quarterly Report on Form 10-Q for the quarter ended July 2, 2017 filed with the Securities and Exchange Commission on August 3, 2017. Each Reporting Person disclaims beneficial ownership with respect to any shares of Common Stock other than the shares owned directly and of record by such Reporting Person.
Red Oak Partners beneficially owns 2,493,438 shares of Common Stock, representing 14.82% of all the outstanding shares of Common Stock. The Funds are each controlled by Red Oak Partners. Therefore, Red Oak Partners may be deemed to beneficially own (i) the 1,128,007 shares of Common Stock held by Red Oak Fund, (ii) the 540,979 shares of Common Stock held by Red Oak Long Fund, (iii) the 66,603 shares of Common Stock held by Red Oak Founders Fund, and (iv) the 757,849 shares of Common Stock held by Pinnacle Fund.
Mr. Sandberg beneficially owns 3,157,319 shares of Common Stock, representing 18.77% of all the outstanding shares of Common Stock. Mr. Sandberg, as the managing member of Red Oak Partners, also may be deemed to beneficially own the 2,493,438 shares of Common Stock beneficially owned by Red Oak Partners through the Funds. Mr. Sandberg directly owns 663,881 share shares of Common Stock, representing 3.95% of all the outstanding shares of Common Stock.
Red Oak Fund may be deemed to beneficially own 1,128,007 shares of Common Stock, representing 6.70% of all the outstanding shares of Common Stock. Red Oak Long Fund may be deemed to beneficially own 540,979 shares of Common Stock, representing 3.22% of all the outstanding shares of Common Stock. Red Oak Founders Fund may be deemed to beneficially own 66,603 shares of Common Stock, representing 0.40% of all the outstanding shares of Common Stock. Pinnacle Fund may be deemed to beneficially own 757,849 shares of Common Stock, representing 4.50% of all the outstanding shares of Common Stock.
Mr. Sandberg may be deemed to have shared voting and dispositive power with respect to (i) the 663,881 shares of Common Stock held directly by Mr. Sandberg, (ii) the 1,128,007 shares of Common Stock held by Red Oak Fund, (iii) the 66,603 shares of Common Stock held by Red Oak Founders Fund, (iv) the 540,979 shares of Common Stock held by Red Oak Long Fund, and (v) the 757,849 shares of Common Stock held by Pinnacle Fund. No Fund shares with any other Fund voting or dispositive power with respect to the shares such Fund beneficially owns.
Transactions by the Reporting Persons effected in Common Stock that have taken place in the last sixty days are as follows:
| Name | Date | Buy/Sell | Quantity | Price |
| Pinnacle Opportunties Fund, LP | 9/14/2017 | Buy | 28,095 | 1.290 |
| Pinnacle Opportunties Fund, LP | 9/15/2017 | Buy | 36,047 | 1.290 |
| The Red Oak Fund, LP | 9/20/2017 | Buy | 34,378 | 1.292 |
| The Red Oak Long Fund, LP | 9/20/2017 | Buy | 14,826 | 1.292 |
| Pinnacle Opportunties Fund, LP | 9/20/2017 | Buy | 64,396 | 1.292 |
| The Red Oak Fund, LP | 9/21/2017 | Buy | 5,159 | 1.295 |
| The Red Oak Long Fund, LP | 9/21/2017 | Buy | 2,474 | 1.295 |
| Pinnacle Opportunties Fund, LP | 9/21/2017 | Buy | 3,467 | 1.295 |
Not applicable.
Not applicable.
