Park City Capital, LLC, the beneficial owner with its affiliates
of approximately 5.2% of the shares of Resonant Inc. (Nasdaq:
RESN), today announced its director nominees for the proxy contest
it has initiated to elect a new board of directors at Resonant’s
2018 annual meeting of shareholders. Resonant’s full board of
directors is elected annually.
Park City is concerned that the current Resonant board—with a
lack of meaningful ownership in the company and with two executives
and a company service provider on the board—has been all too eager
to continually return to the capital markets to effectuate dilutive
financings—including with favored shareholders at deep market
discounts—and to implement excessive equity programs for
executives.
Park City is even more concerned that the Resonant board has
carried out its dilutive financing strategy while deliberately
excluding Park City’s current board representative, Michael Fox,
from the board’s review process. Park City has attempted to work
constructively with the board, but has repeatedly been rebuffed and
excluded simply for raising valid board matters for consideration.
The Resonant board has even taken the extreme and outdated
entrenchment measure of forming a committee to operate as a shadow
board—which includes all of its directors other than Mr. Fox—to
exclude Mr. Fox from board matters.
Park City believes that the Resonant board has failed to achieve
a stock price for the company that reflects the true value of the
company’s technology. Park City believes that Resonant may be able
to achieve a better outcome for shareholders by pursuing a sale of
the company, which Park City believes is likely to attract a buyer
willing to value the company more favorably than the current market
for Resonant stock. Resonant’s stock currently trades approximately
30% below its 2014 IPO price of $6.00 per share.
For these reasons, Park City Capital will nominate the following
director candidates at Resonant’s annual meeting:
Robert M. Pons is the President of Spartan Advisors,
Inc., a management consulting company specializing in microcap
telecom and technology companies. He previously served as an
executive with PTGi International, an international wholesale
telecommunications service provider, as CEO of PTGi Holdings, Inc.,
a diversified telecommunications operator, and as Chairman of Live
Microsystems, a mobile applications platform company. He also
previously held executive positions with several other
communications, wireless application, and software companies. He
serves on the board of directors and is the Lead Director of
Inseego Corp. (formerly Novatel Wireless, Inc.), a provider of
wireless solutions for the mobile telecommunications market.
Lee M. Gopadze is the Chairman of the Board of Proxim
Wireless Corporation, a wireless communications infrastructure
manufacturer, and previously served as CEO of Proxim Wireless. He
previously held executive positions with Covad Communications,
SkyRiver Communications and Metricom. He currently serves on the
board of directors of Proxim Wireless and Sunrise Telecom.
Alan B. Howe is a co-founder and the managing partner of
Broadband Initiatives, LLC, a telecommunications consulting firm.
He served as Vice President of Strategic and Wireless Business
Development for Covad Communications, a national broadband
telecommunications company, and as CFO and Vice President of
Corporate Development for Teletrack, a mobile data and location
solutions provider. He previously held executive positions with
Sprint and Manufacturers Hanover Trust Company. He is a member of
the boards of directors of Determine, Inc., Data I/O Corporation,
MagicJack Vocaltec, and WidePoint Corporation.
Jack H. Jacobs has held the McDermott Chair of Politics
at West Point since 2005 and has served as an MSNBC military
analyst since 2002. He is a principal of The Fitzroy Group, Ltd., a
real estate development firm. He was previously a managing director
of Bankers Trust, as well as a co-founder of AutoFinance Group,
Inc. His military career included two tours of duty in Vietnam
where he was among the most highly decorated soldiers, earning
three Bronze Stars, two Silver Stars and the Medal of Honor. He is
Co-Chairman of the Medal of Honor Foundation and a member of the
board of trustees of the USO of New York. He is the author of the
book, “If Not Now, When?: Duty and Sacrifice in America’s Time of
Need.”
Louis J. Basenese, III is the CEO of The Basenese Group
LLC, a firm providing consulting and research services, analyzing
companies, developing Internet-based financial publishing
companies, and providing strategic planning and business
development services. He is also the founder and Chief Analyst of
Disruptive Tech Research, LLC, an independent equity research and
advisory firm focusing on disruptive technology companies. He
previously served as an Investment Consultant at Morgan
Stanley.
Michael J. Fox is the CEO of Park City Capital, LLC, a
value-oriented investment management firm that he founded in 2008.
He is also the co-founder of Julie’s Real Foods LLC, a fast-growing
natural food company that he co-founded with his wife, Julie. He
previously worked at J.P. Morgan, where he served as Vice President
and Senior Business Services Analyst and headed the firm’s Business
Services Equity Research Group. He serves on the board of directors
and as the Lead Director of Regional Health Properties, Inc. and
has served on the board of directors of Resonant since February
2016.
If you own shares of Resonant, Park
City would like to hear from you. Please contact Alliance Advisors, Park City’s proxy
advisor, toll-free at 855-737-3183. If you would like to speak with Michael J. Fox of Park
City Capital, we urge you to contact him directly at
214-855-0801.
Park City Capital, LLC and Park City Capital Offshore Master,
Ltd. intend to make a filing with the SEC of a proxy statement and
accompanying proxy card to solicit votes for the election of
director nominees at the 2018 annual meeting of shareholders of
Resonant Inc.
Park City Capital Offshore Master, Ltd. beneficially owns
1,035,000 shares of common stock, and warrants to purchase an
additional 335,000 shares of common stock, of Resonant. Park City
Capital, LLC, which is the investment manager of Park City Capital
Offshore Master, Ltd., and Michael J. Fox, who serves as the chief
executive officer and managing member of Park City Capital, LLC,
also beneficially own these shares. The ownership of shares and
other securities of Resonant by Mr. Fox and Park City’s other board
nominees will be set forth in the proxy statement filed by Park
City with the SEC.
Park City Capital, LLC, Park City Capital Offshore Master, Ltd.,
their control persons, and their nominees to the Resonant board are
the participants in this proxy solicitation. Information regarding
the participants and their interests in the solicitation will be
included in Park City’s proxy statement and other materials filed
with the SEC. SHAREHOLDERS OF RESONANT SHOULD READ THE PROXY
STATEMENT AND OTHER PROXY MATERIALS CAREFULLY AND IN THEIR ENTIRETY
AS THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION
RELATING TO THE ANNUAL MEETING AND PARK CITY’S NOMINEES TO THE
BOARD AND SOLICITATION OF PROXIES. THESE PROXY MATERIALS WILL BE
AVAILABLE AT NO CHARGE ON THE SEC’S WEBSITE AT WWW.SEC.GOV OR FROM
ALLIANCE ADVISORS, LLC.
View source
version on businesswire.com: http://www.businesswire.com/news/home/20180306005409/en/
Alliance AdvisorsPeter Casey, 973-873-7710Toll-free number:
855-737-3183
Resonant (NASDAQ:RESN)
Historical Stock Chart
From Aug 2024 to Sep 2024
Resonant (NASDAQ:RESN)
Historical Stock Chart
From Sep 2023 to Sep 2024