Covisint Corp (COVS): Dialectic Capital Nominates 5 Board Members, Expresses Fear Over Company’s Direction

Page 13 of 24 – SEC Filing

The following constitutes the Schedule 13D filed by the undersigned (the “Schedule 13D”).

Item 1.

Security and Issuer.

This statement relates to the common stock, no par value (the “Shares”), of Covisint Corporation, a Michigan corporation (the “Issuer”).  The address of the principal executive offices of the Issuer is 26533 Evergreen Road, Suite 500, Southfield, Michigan 48076.

Item 2.

Identity and Background.

(a)           This statement is filed by:

(i)

Dialectic Capital Partners, LP, a Delaware limited partnership (“Dialectic Capital Partners”), with respect to the Shares directly and beneficially owned by it;

(ii)

Dialectic Offshore, Ltd., a Cayman Islands exempted company (“DOF”), with respect to the Shares directly and beneficially owned by it;

(iii)

Dialectic Antithesis Partners, LP, a Delaware limited partnership (“DAP”), with respect to the Shares directly and beneficially owned by it;

(iv)

Dialectic Capital Management, LP, a Delaware limited partnership (“Dialectic Capital”), as the investment manager to each of Dialectic Capital Partners,  DAP and  DOF;

(v)

Dialectic Capital, LLC, a Delaware limited liability company (“Dialectic GP”), as the general partner to each of Dialectic Capital Partners, DAP and DOF;

(vi)

Bernard J. Eastwood, as a managing partner to Dialectic Capital;

(vii)

John Fichthorn, as a managing partner to Dialectic Capital, and as a nominee for the Board of Directors of the Issuer (the “Board”);

(viii)

Scott Daniels, as a nominee for the Board;

(ix)

Alan B. Howe, as a nominee for the Board;

(x)

John Mutch, as a nominee for the Board; and

(xi)

Edward Rose, as a nominee for the Board.

Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”  Each of the Reporting Persons is party to that certain Joint Filing and Solicitation Agreement, as further described in Item 6.  Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.

(b)           The principal business address of each of Dialectic Capital Partners, DOF, DAP, Dialectic Capital, Dialectic GP, Mr. Eastwood and Mr. Fichthorn is 119 Rowayton Ave., 2nd Floor, Norwalk, CT 06853. The officers and directors of DOF and their principal occupations and business addresses are set forth on Schedule A and are incorporated by reference in this Item 2. The principal business address of Mr. Daniels is 34 Old Redding Rd, Weston, CT 06883. The principal business address of Mr. Howe is 10755 Scripps Poway Pkwy, #302, San Diego, CA 92131. The principal business address of Mr. Mutch is P.O. Box 666, Rancho Santa Fe, CA 92067. The principal business address of Mr. Rose is 225 Winter Street, Hopkinton MA 01748.