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CUSIP No. 784933103
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1 of 5 Pages
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Amendment No. 6)*
Under the Securities Exchange Act of 1934
SPAR Group, Inc.
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(Name of Issuer)
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Common Stock, par value $0.01 per share
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(Title of Class of Securities)
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784933103
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(CUSIP Number)
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William H. Bartels
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333 Westchester Avenue,
South Building, Suite 203
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White Plains, NY 10604
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(914) 332-4100
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(Name, Address and Telephone Number of Person
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Authorized to Receive Notices and Communications)
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March 2, 2020
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(Date of Event which Requires Filing of this Statement)
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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 £.
Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 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).
SCHEDULE 13D/A
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Item 1.
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Security and Issuer
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This Amendment
No. 6 to Schedule 13D (this “Amendment”) amends and supplements the information set forth in the Schedule 13D
originally filed by the Reporting Person with the Securities and Exchange Commission (“SEC”) on July 19, 1999
(the “Original Schedule 13D”) relating to the common stock, $0.01 par value per share (the “Common
Stock”), of SPAR Group, Inc., a Delaware corporation (the “Company” or “SGRP”),
as amended by Amendment No. 1 to the Original Schedule 13D filed with the SEC on June 1, 2018 (“Amendment No. 1”),
Amendment No. 2 to the Original Schedule 13D filed with the SEC on August 6, 2018 (“Amendment No. 2”), Amendment
No. 3 to the Original Schedule 13D filed with the SEC on September 19, 2018 (“Amendment No. 3”), Amendment
No. 4 to the Original Schedule 13D filed with the SEC on January 25, 2019 (“Amendment No. 4”) and Amendment
No. 5 to the Original Schedule 13D filed with the SEC on October 18, 2019 (“Amendment No. 5”). The Original
Schedule 13D, as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4 and Amendment No. 5, is hereinafter
referred to as the “Schedule 13D.” The address of the principal executive offices of the Company is 333 Westchester
Avenue, South Building, Suite 204, White Plains, New York 10604. Except as specifically provided herein, this Amendment does not
modify any of the information previously reported in the Schedule 13D.
As of the date
of this Amendment, the Reporting Person may be deemed to beneficially own, in the aggregate, 11,465,611 shares of the Common
Stock of the Company, which represents approximately 54.2% of the outstanding Common Stock of the Company. The percentages in
this Amendment are calculated based upon 21,102,335 outstanding shares of Common Stock as of December 24, 2020, as reported in
the Company’s Preliminary Proxy Statement filed with the SEC on January 31, 2020.
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Item 4.
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Purpose of Transaction.
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Item 4 of the Schedule 13D is hereby
amended and supplemented as follows:
The Reporting Person,
alone or in conjunction with other stockholders, has determined from time to time, to engage with the Company’s Board of
Directors (the “Board”) and to take actions in his capacity as a significant stockholder to strengthen the
Company’s corporate governance. Under the Company’s Amended and Restated By-Laws (the “By-Laws”),
stockholders have the right to call special meetings of stockholders, to take action by written consent in lieu of a meeting and
to propose business to be presented for a vote at the annual meeting of stockholders. SEC rules also permit stockholders to include
proposals in a registrant’s annual meeting proxy statement when certain requirements enumerated in such rules are met. Previous
actions taken by the Reporting Person and Mr. Brown and are described in Amendment No. 1, Amendment No. 2, Amendment No. 3 and
Amendment No. 4, and previous actions taken by the Reporting Person, Mr. Brown and the Trust are described in Amendment No. 5.
On March 2,
2020, the Reporting Person, Mr. Brown, the Trust and the LLC (collectively, the “Stockholders”) delivered
an action by written consent of stockholders, executed on February 28, 2020, pursuant to which the Stockholders resolved (i)
to increase the size of the Board by one if, at the time the written consent becomes effective, there is no vacancy on the
Board, and (ii) to elect and appoint Mr. Brown as a director of the Company (the “March Consent”).
The
foregoing summary of the March Consent is qualified in its entirety by the full text thereof, which is filed as Exhibit 10 to
this Amendment and incorporated herein by reference.
Except as otherwise
set forth in this Item 4, the Reporting Person (alone or in conjunction with other stockholders of the Company) currently has
no plan or proposal which relates to or would result in any of the matters referred to in paragraphs (a) through (j), inclusive,
of Item 4 of Schedule 13D; provided, such plans or proposals may have been considered, and may from time to time hereafter be
considered. The Reporting Person may also acquire or dispose of Company securities in the ordinary course.
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Item 5.
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Interest in Securities of the Issuer.
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Item 5 of the Schedule 13D is hereby
amended and supplemented as follows:
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(c)
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No transactions in the Common
Stock of the Company have been effected by the Reporting Person, Mr. Brown, the Trust
or the LLC in the past 60 days.
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