Filing Details
- Accession Number:
- 0000921895-16-004699
- Form Type:
- 13D Filing
- Publication Date:
- 2016-05-26 17:28:55
- Filed By:
- Mangrove Partners Master Fund, Ltd.
- Company:
- Asta Funding Inc (NASDAQ:ASFI)
- Filing Date:
- 2016-05-26
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| THE MANGROVE PARTNERS MASTER FUND, LTD | 4,005,701 | 4,005,701 | 4,005,701 | 33.3% | ||
| THE MANGROVE PARTNERS FUND | 4,005,701 | 4,005,701 | 4,005,701 | 33.3% | ||
| MANGROVE PARTNERS FUND (CAYMAN), LTD | 4,005,701 | 4,005,701 | 4,005,701 | 33.3% | ||
| MANGROVE PARTNERS | 4,005,701 | 4,005,701 | 4,005,701 | 33.3% | ||
| MANGROVE CAPITAL | 4,005,701 | 4,005,701 | 4,005,701 | 33.3% | ||
| NATHANIEL AUGUST | 4,005,701 | 4,005,701 | 4,005,701 | 33.3% |
Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No. 8)1
Asta Funding, Inc.
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
046220109
(CUSIP Number)
STEVE WOLOSKY, ESQ.
OLSHAN FROME WOLOSKY LLP
1325 Avenue of the Americas
New York, New York 10019
(212) 451-2300
(Name, Address and Telephone Number of PersonAuthorized to Receive Notices and Communications)
May 25, 2016
(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 x.
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.
_______________
1 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 | NAME OF REPORTING PERSON THE MANGROVE PARTNERS MASTER FUND, LTD. | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) o | |
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS WC | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION CAYMAN ISLANDS | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER - 0 - | |
| 8 | SHARED VOTING POWER 4,005,701 | ||
| 9 | SOLE DISPOSITIVE POWER - 0 - | ||
| 10 | SHARED DISPOSITIVE POWER 4,005,701 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,005,701 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 33.3% | ||
| 14 | TYPE OF REPORTING PERSON OO | ||
| 1 | NAME OF REPORTING PERSON THE MANGROVE PARTNERS FUND, L.P. | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) o | |
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS AF | ||
| 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 - | |
| 8 | SHARED VOTING POWER 4,005,701 | ||
| 9 | SOLE DISPOSITIVE POWER - 0 - | ||
| 10 | SHARED DISPOSITIVE POWER 4,005,701 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,005,701 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 33.3% | ||
| 14 | TYPE OF REPORTING PERSON PN | ||
| 1 | NAME OF REPORTING PERSON MANGROVE PARTNERS FUND (CAYMAN), LTD. | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) o | |
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS AF | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION CAYMAN ISLANDS | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER - 0 - | |
| 8 | SHARED VOTING POWER 4,005,701 | ||
| 9 | SOLE DISPOSITIVE POWER - 0 - | ||
| 10 | SHARED DISPOSITIVE POWER 4,005,701 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,005,701 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 33.3% | ||
| 14 | TYPE OF REPORTING PERSON OO | ||
| 1 | NAME OF REPORTING PERSON MANGROVE PARTNERS | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) o | |
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS AF | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION CAYMAN ISLANDS | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER - 0 - | |
| 8 | SHARED VOTING POWER 4,005,701 | ||
| 9 | SOLE DISPOSITIVE POWER - 0 - | ||
| 10 | SHARED DISPOSITIVE POWER 4,005,701 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,005,701 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 33.3% | ||
| 14 | TYPE OF REPORTING PERSON OO | ||
| 1 | NAME OF REPORTING PERSON MANGROVE CAPITAL | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) o | |
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS AF | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION CAYMAN ISLANDS | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER - 0 - | |
| 8 | SHARED VOTING POWER 4,005,701 | ||
| 9 | SOLE DISPOSITIVE POWER - 0 - | ||
| 10 | SHARED DISPOSITIVE POWER 4,005,701 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,005,701 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 33.3% | ||
| 14 | TYPE OF REPORTING PERSON OO | ||
| 1 | NAME OF REPORTING PERSON NATHANIEL AUGUST | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) o | |
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS AF | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION USA | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER - 0 - | |
| 8 | SHARED VOTING POWER 4,005,701 | ||
| 9 | SOLE DISPOSITIVE POWER - 0 - | ||
| 10 | SHARED DISPOSITIVE POWER 4,005,701 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,005,701 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 33.3% | ||
| 14 | TYPE OF REPORTING PERSON IN | ||
EXPLANATORY NOTE
This Amendment No. 8 (this “Amendment No. 8”) amends Items 6 and 7 to reflect changes to the Schedule 13D filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 2, 2016, as amended by Amendment No. 1 to Schedule 13D filed with the SEC on March 17, 2016, as amended by Amendment No. 2 to Schedule 13D filed with the SEC on March 22, 2016, as amended by Amendment No. 3 to Schedule 13D filed with the SEC on April 5, 2016, as amended by Amendment No. 4 to Schedule 13D filed with the SEC on April 15, 2016, as amended by Amendment No. 5 to Schedule 13D filed with the SEC on April 28, 2016, as amended by Amendment No. 6 to the Schedule 13D filed with the SEC on May 12, 2016, and as amended by Amendment No.7 to the Schedule 13D filed with the SEC on May 19, 2016 (as so amended, the “Schedule 13D”). Except as specifically provided herein, this Amendment No. 8 does not modify any of the information previously reported on the Schedule 13D. Capitalized terms used herein which are not defined herein have the meanings given to them in the Schedule 13D.
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
Item 6 is hereby amended to add the following:
On May 25, 2016, the Reporting Persons and the Issuer entered into a confidentiality agreement whereby the Reporting Persons and Issuer agreed to certain confidentiality provisions, as well as certain standstill provisions (the “Confidentiality Agreement”). Pursuant to the Confidentiality Agreement, the Issuer will make available to the Reporting Persons certain confidential information relating to the Issuer and the Reporting Persons will make available to the Issuer certain confidential information about the Reporting Persons.
The Confidentiality Agreement includes, among other items, certain standstill provisions that prohibit each party from: (i) commencing any litigation against the other party, (ii) making any filing with the Securities and Exchange Commission of a proxy solicitation materials, preliminary proxy statement, definitive proxy statement or otherwise or call any annual or special meeting of stockholders of the Issuer, (iii) publicly referring to: (a) the Confidential Information or Discussion Information (each as defined in the Confidentiality Agreement), (b) any annual or special meetings of stockholders of the Issuer or (c) any prior discussions between the Parties, including in any filing with the Securities and Exchange Commission (including any proxy solicitation materials, preliminary proxy statement, definitive proxy statement or otherwise), in any press release or in any other written or oral disclosure to a third party, (iv) making any purchases of the Issuer’s securities, including, but not limited to, pursuant to any stock buyback plans, tender offers, open market purchases, privately negotiated transactions or otherwise, (v) making or proposing to make any amendments to the Issuer’s Certificate of Incorporation, as amended or By-laws, as amended, (vi) adopting, renewing, proposing or otherwise entering into a Shareholder Rights Plan with respect to the Issuer’s securities, (vii) adopting or proposing any changes to the Issuer’s capital structure or (viii) negotiating, discussing, entering into, proposing or otherwise transacting in any extraordinary transactions with respect to the Issuer, outside the ordinary course of business, including, but not limited to, any mergers, asset sales or asset purchases. The standstill provisions of the Confidentiality Agreement will expire 30 days following the tenth business day after either party has given written notice ending the discussions. The following description of the Confidentiality Agreement is qualified in its entirety by reference to the Confidentiality Agreement, which is attached hereto as Exhibit 99.10 and is incorporated herein by reference.
| Item 7. | Material to be Filed as Exhibits. |
| | 99.10 | Confidentiality Agreement, dated May 25, 2016, by and between the Reporting Persons and the Issuer. |
SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: May 26, 2016
| THE MANGROVE PARTNERS MASTER FUND, LTD. | |||
| By: | MANGROVE PARTNERS | ||
| as Investment Manager | |||
| By: | /s/ Nathaniel August | ||
| Name: | Nathaniel August | ||
| Title: | Director | ||
| THE MANGROVE PARTNERS FUND, L.P. | |||
| By: | MANGROVE CAPITAL | ||
| as General Partner | |||
| By: | /s/ Nathaniel August | ||
| Name: | Nathaniel August | ||
| Title: | Director | ||
| MANGROVE PARTNERS FUND (CAYMAN), LTD. | |||
| By: | MANGROVE PARTNERS | ||
| as Investment Manager | |||
| By: | /s/ Nathaniel August | ||
| Name: | Nathaniel August | ||
| Title: | Director | ||
| MANGROVE PARTNERS | |||
| By: | /s/ Nathaniel August | ||
| Name: | Nathaniel August | ||
| Title: | Director | ||
| MANGROVE CAPITAL | |||
| By: | /s/ Nathaniel August | ||
| Name: | Nathaniel August | ||
| Title: | Director | ||
| /s/ Nathaniel August | |
| NATHANIEL AUGUST |