Wynnefield Partners Small Cap Value, L.P.
450 Seventh Avenue, Suite 509
New York, New York 10123
Attention: Mr. Nelson Obus
Copy to:
Jeffrey S. Tullman, Esq.
Kane Kessler, P.C.
1350 Avenue of the Americas, 26th Floor
New York, New York 10019
(212) 541-6222
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
o
(
See explanatory note to this Schedule 13D)
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CUSIP No. 106764103
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13D
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Page 1 of 11 Pages
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1
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NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wynnefield Partners Small Cap Value, L.P.
13-3688497
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
x
(b)
o
|
|
3
|
SEC USE ONLY
|
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4
|
SOURCE OF FUNDS*
WC
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5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
549,937 (See Item 5)
|
|
8
|
SHARED VOTING POWER
0 (See Item 5)
|
|
9
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SOLE DISPOSITIVE POWER
549,937 (See Item 5)
|
|
10
|
SHARED DISPOSITIVE POWER
0 (See Item 5)
|
|
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
549,937 (See Item 5)
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|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
|
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.8%
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14
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TYPE OF REPORTING PERSON
PN
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CUSIP No. 106764103
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13D
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Page 2 of 11 Pages
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1
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NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wynnefield Small Cap Value Offshore Fund, Ltd.
(No IRS Identification No.)
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
x
(b)
o
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS*
WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
722,609 (See Item 5)
|
|
8
|
SHARED VOTING POWER
0 (See Item 5)
|
|
9
|
SOLE DISPOSITIVE POWER
722,609 (See Item 5)
|
|
10
|
SHARED DISPOSITIVE POWER
0 (See Item 5)
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
722,609 (See Item 5)
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
|
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.7%
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14
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TYPE OF REPORTING PERSON
CO
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CUSIP No. 106764103
|
13D
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Page 3 of 11 Pages
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1
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NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wynnefield Partners Small Cap Value L.P.I
13-3953291
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
x
(b)
o
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS*
WC
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5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
o
|
|
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
806,965 (See Item 5)
|
|
8
|
SHARED VOTING POWER
0 (See Item 5)
|
|
9
|
SOLE DISPOSITIVE POWER
806,965 (See Item 5)
|
|
10
|
SHARED DISPOSITIVE POWER
0 (See Item 5)
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
806,965 (See Item 5)
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
|
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.5%
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14
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TYPE OF REPORTING PERSON
PN
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CUSIP No. 106764103
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13D
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Page 4 of 11 Pages
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1
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NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Channel Partnership II, L.P.
22-3215653
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
x
(b)
o
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS*
WC
|
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5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
o
|
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
New York
|
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
38,400 (See Item 5)
|
|
8
|
SHARED VOTING POWER
0 (See Item 5)
|
|
9
|
SOLE DISPOSITIVE POWER
38,400 (See Item 5)
|
|
10
|
SHARED DISPOSITIVE POWER
0 (See Item 5)
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
38,400 (See Item 5)
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
|
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.4%
|
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14
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TYPE OF REPORTING PERSON
PN
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CUSIP No. 106764103
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13D
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Page 5 of 11 Pages
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1
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NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wynnefield Capital Management, LLC
13-4018186
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
x
(b)
o
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS*
N/A
|
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5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
o
|
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
New York
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
1,356,902 (See Item 5)
|
|
8
|
SHARED VOTING POWER
0 (See Item 5)
|
|
9
|
SOLE DISPOSITIVE POWER
|
|
10
|
SHARED DISPOSITIVE POWER
0 (See Item 5)
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,356,902 (See Item 5)
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
|
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.4%
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14
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TYPE OF REPORTING PERSON
OO
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CUSIP No. 106764103
|
13D
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Page 6 of 11 Pages
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1
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NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wynnefield Capital, Inc.
13-3688495
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
x
(b)
o
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS*
N/A
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
o
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
722,609 (See Item 5)
|
|
8
|
SHARED VOTING POWER
0 (See Item 5)
|
|
9
|
SOLE DISPOSITIVE POWER
722,609 (See Item 5)
|
|
10
|
SHARED DISPOSITIVE POWER
0 (See Item 5)
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
722,609 (See Item 5)
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.7%
|
|
14
|
TYPE OF REPORTING PERSON
CO
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|
CUSIP No. 106764103
|
13D
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Page 7 of 11 Pages
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1
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NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Nelson Obus
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
x
(b)
o
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS*
N/A
|
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5
|
CHECK BOX 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
38,400 (See Item 5)
|
|
8
|
SHARED VOTING POWER
2,079,511 (See Item 5)
|
|
9
|
SOLE DISPOSITIVE POWER
38,400 (See Item 5)
|
|
10
|
SHARED DISPOSITIVE POWER
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,117,911 (See Item 5)
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.4%
|
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14
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TYPE OF REPORTING PERSON
IN
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CUSIP No. 106764103
|
13D
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Page 8 of 11 Pages
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1
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NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Joshua Landes
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
x
(b)
o
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS*
N/A
|
|
5
|
CHECK BOX 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 (See Item 5)
|
|
8
|
SHARED VOTING POWER
2,079,511 (See Item 5)
|
|
9
|
SOLE DISPOSITIVE POWER
0 (See Item 5)
|
|
10
|
SHARED DISPOSITIVE POWER
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,079,511 (See Item 5)
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.0%
|
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14
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TYPE OF REPORTING PERSON
IN
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CUSIP No. 106764103
|
13D
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Page 9 of 11 Pages
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This Amendment No. 1 (the “Amendment”) amends the Statement of Beneficial Ownership on Schedule 13D originally filed with the Securities and Exchange Commission on June 21, 2011 (collectively, the “Schedule 13D”) by the Wynnefield Reporting Persons (as defined in the Schedule 13D) with respect to shares of common stock, $0.01 par value (the “Shares”) of Breeze-Eastern Corporation (the “Issuer”), whose principal executive offices are located at 700 Liberty Avenue, Union, New Jersey 07083. Unless specifically amended hereby, the disclosures set forth in the Schedule 13D shall remain unchanged. Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Schedule 13D.
Item 4. Purpose of Transaction.
Item 4 of the Schedule 13D is hereby amended by the addition of the following:
On October 5, 2011, the Wynnefield Reporting Persons entered into a standstill agreement (the “Wynnefield Standstill Agreement”) with the Issuer. Also on October 5, 2011, the Issuer entered into a standstill agreement with Tinicum Capital Partners II, L.P. and Tinicum Capital Partners II Parallel Fund, L.P. (collectively, “Tinicum”), having terms substantially similar to the terms of the Wynnefield Standstill Agreement.
Pursuant to the Wynnefield Standstill Agreement, the Wynnefield Reporting Persons agreed, among other things, that for a period of 18 months, they would not:
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·
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acquire any additional Shares of the Issuer,
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|
·
|
make or in any way participate in the solicitation of proxies,
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|
·
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seek to call a meeting of stockholders,
|
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|
·
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seek to advise or influence other stockholders with respect to the voting of the Issuer’s Shares, or
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·
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seek to effect control of the management, Board of Directors, or policies of the Issuer.
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The Wynnefield Reporting Persons also agreed that they would:
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·
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vote in favor of the Issuer’s nominees to the Board of Directors at the Issuer’s 2011 Annual Meeting (to be held October 6, 2011) and the 2012 Annual Meeting, and
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|
·
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vote in favor of the adoption of the Shareholder Rights Plan which is being submitted for the approval of Issuer’s stockholders at the 2011 Annual Meeting.
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The Issuer agreed, among other things, to
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·
|
fix the number of directors to serve on the Board of Directors at seven, and
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·
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not adopt an advance notice bylaw provision with respect to shareholder business or director elections.
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The Wynnefield Standstill Agreement is for a period of 18 months; however it will automatically terminate sooner if:
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·
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Either the Wynnefield Reporting Persons or Tinicum sells, transfers or disposes of the Issuer’s Shares such that either the Wynnefield Reporting Persons or Tinicum holds less than 15% of the then issued and outstanding Shares, or
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·
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the Issuer nominates for election as a director any person other than the agreed upon Issuer nominees or certain agreed-upon replacements.
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A copy of the Wynnefield Standstill Agreement is attached to this Schedule 13D as Exhibit 2 and is incorporated herein by reference as if fully set forth herein. The foregoing summary description of the Wynnefield Standstill Agreement is not intended to be complete and is qualified in its entirety by the complete text of the Wynnefield Standstill Agreement.
Other than as set forth in this Item 4, the Wynnefield Reporting Persons do not have any current plans, proposals or negotiations that relate to or would result in any of the matters referred to in paragraphs (a) through (j) of Item 4 of the Schedule 13D. The Wynnefield Reporting Persons intend to review their investment in the Issuer on a continuing basis, and to the extent permitted by the Wynnefield Standstill Agreement or law, may seek to engage in discussions with other stockholders and/or with management and the Board of Directors of the Issuer concerning the business, operations or future plans of the Issuer. Depending on various factors including, without limitation, the Issuer's financial position, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Wynnefield Reporting Persons may, in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, purchasing additional Shares, selling Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares, taking any other action with respect to the Issuer or any of its securities in any manner permitted by law or changing their intention with respect to any and all matters referred to in paragraphs (a) through (j) of Item 4. The Wynnefield Reporting Persons reserve the right to take whatever future action they deem appropriate regarding the Issuer and its securities under the circumstances as they then exist.
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CUSIP No. 106764103
|
13D
|
Page 10 of 11 Pages
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Item 6. Contracts, Arrangements, Understandings or Relationship With Respect to Securities of the Issuer
.
Item 6 of the Schedule 13D is hereby amended by the addition of the following:
Reference is made to the Wynnefield Standstill Agreement described in Item 4 of this Amendment.
Item 7. Material to be Filed as Exhibits.
Item 7 of the Schedule 13D is hereby amended by the addition of the following:
Exhibit 2
–
Standstill Agreement dated as of October 5, 2011.
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CUSIP No. 106764103
|
13D
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Page 11 of 11 Pages
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SIGNATURE
After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this Schedule 13D is true, complete and correct.
Dated: October 7, 2011
WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P.
By:
Wynnefield Capital Management, LLC,
its General Partner
By:
/s/ Nelson Obus
Nelson Obus, Co-Managing Member
WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P., I
By:
Wynnefield Capital Management, LLC,
its General Partner
By:
/s/ Nelson Obus
Nelson Obus, Co-Managing Member
WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND, LTD.
By:
Wynnefield Capital, Inc.,
its Investment Manager
By:
/s/ Nelson Obus
Nelson Obus, President
WYNNEFIELD CAPITAL MANAGEMENT, LLC
By:
/s/ Nelson Obus
Nelson Obus, Co-Managing Member
WYNNEFIELD CAPITAL, INC.
By:
/s/ Nelson Obus
Nelson Obus, President
CHANNEL PARTNERSHIP II, L.P.
By:
/s/ Nelson Obus
Nelson Obus, General Partner
/s/ Nelson Obus
Nelson Obus, Individually
/s/ Joshua H. Landes
Joshua H. Landes, Individually