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. ☐
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).
|
|
|
|
|
CUSIP No. 807864103
|
|
13D
|
|
Page
2
of 8 Pages
|
|
|
|
|
|
|
|
1.
|
|
Names of
Reporting Persons.
Mill Road Capital II, L.P.
|
2.
|
|
Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b) ☐
|
3.
|
|
SEC Use Only
|
4.
|
|
Source of Funds (See Instructions)
WC
|
5.
|
|
Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 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
2,023,516
|
|
8.
|
|
Shared Voting Power
|
|
9.
|
|
Sole Dispositive Power
2,023,516
|
|
10.
|
|
Shared Dispositive Power
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
2,023,516
|
12.
|
|
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions) ☐
|
13.
|
|
Percent of Class Represented by
Amount in Row (11)
28.9%
|
14.
|
|
Type of Reporting Person (See
Instructions)
PN
|
|
|
|
|
|
CUSIP No. 807864103
|
|
13D
|
|
Page
3
of 8 Pages
|
|
|
|
|
|
|
|
1.
|
|
Names of
Reporting Persons
Mill Road Capital II GP LLC
|
2.
|
|
Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b) ☐
|
3.
|
|
SEC Use Only
|
4.
|
|
Source of Funds (See Instructions)
AF
|
5.
|
|
Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 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
2,023,516
|
|
8.
|
|
Shared Voting Power
|
|
9.
|
|
Sole Dispositive Power
2,023,516
|
|
10.
|
|
Shared Dispositive Power
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
2,023,516
|
12.
|
|
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions) ☐
|
13.
|
|
Percent of Class Represented by
Amount in Row (11)
28.9%
|
14.
|
|
Type of Reporting Person (See
Instructions)
OO
|
|
|
|
|
|
CUSIP No. 807864103
|
|
13D
|
|
Page
4
of 8 Pages
|
|
|
|
|
|
|
|
1.
|
|
Names of
Reporting Persons.
Thomas E. Lynch
|
2.
|
|
Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b) ☐
|
3.
|
|
SEC Use Only
|
4.
|
|
Source of Funds (See Instructions)
AF
|
5.
|
|
Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 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
|
|
8.
|
|
Shared Voting Power
2,023,516
|
|
9.
|
|
Sole Dispositive Power
|
|
10.
|
|
Shared Dispositive Power
2,023,516
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
2,023,516
|
12.
|
|
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions) ☐
|
13.
|
|
Percent of Class Represented by
Amount in Row (11)
28.9%
|
14.
|
|
Type of Reporting Person (See
Instructions)
IN
|
|
|
|
|
|
CUSIP No. 807864103
|
|
13D
|
|
Page
5
of 8 Pages
|
|
|
|
|
|
|
|
1.
|
|
Names of
Reporting Persons.
Scott P. Scharfman
|
2.
|
|
Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b) ☐
|
3.
|
|
SEC Use Only
|
4.
|
|
Source of Funds (See Instructions)
AF
|
5.
|
|
Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 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
|
|
8.
|
|
Shared Voting Power
2,023,516
|
|
9.
|
|
Sole Dispositive Power
|
|
10.
|
|
Shared Dispositive Power
2,023,516
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
2,023,516
|
12.
|
|
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions) ☐
|
13.
|
|
Percent of Class Represented by
Amount in Row (11)
28.9%
|
14.
|
|
Type of Reporting Person (See
Instructions)
IN
|
|
|
|
|
|
CUSIP No. 807864103
|
|
|
|
Page
6
of 8 Pages
|
This Amendment No. 1 to the joint statement on Schedule 13D with respect to the common
stock, par value $0.001 per share (the
Common Stock
), of School Specialty, Inc., a Delaware corporation (the
Issuer
), filed by Mill Road Capital II, L.P., a Delaware limited partnership (the
Fund
), Mill Road Capital II GP LLC, a Delaware limited liability company (the
GP
), Thomas E. Lynch and Scott P. Scharfman (collectively, the
Reporting Persons
) on November 16, 2017 (such
joint statement, as amended herein, the
Schedule 13D
), amends the Schedule 13D as follows:
1. The third sentence of paragraph
(a) of Item 2 of the Schedule 13D shall hereby be amended and restated in full as follows:
Messrs. Lynch and Scharfman, and
Justin C. Jacobs and Eric Yanagi, are the management committee directors of the GP and, in this capacity, are referred to in this Schedule 13D as the
Managers
.
2. Paragraph (b) of Item 2 of the Schedule 13D shall hereby be amended and restated in full as follows:
The business address of each of the Managers (other than Messrs. Scharfman and Yanagi), and the address of the principal business and the
principal office of the GP and the Fund, is 382 Greenwich Avenue, Suite One, Greenwich, CT 06830. The business address of each of Messrs. Scharfman and Yanagi is 400 Oyster Point Blvd, Suite 526, South San Francisco, CA 94080.
3. Item 3 of the Schedule 13D shall hereby be amended and restated in full as follows:
Item 3. Source and Amount of Funds or Other Consideration
The Reporting Persons acquired beneficial ownership of an aggregate of an aggregate of 2,023,516 shares of Common Stock for $33,586,382.81
using working capital from the Fund and the proceeds of margin loans under margin loan facilities maintained in the ordinary course of business by the Fund with a broker on customary terms and conditions.
4. Paragraphs (a), (b) and (c) of Item 5 of the Schedule 13D shall hereby be amended and restated in full as follows:
Item 5. Interest in Securities of the Issuer
(a, b) The percentages of beneficial ownership reported in this Item 5, and on each Reporting Persons cover page to this
Schedule 13D, are based on a total of 7,000,000 shares of the Common Stock issued and outstanding as of May 7, 2018, as reported in the most recent quarterly report of the Issuer on Form
10-Q
for its
fiscal quarter ended March 31, 2018. All of the share numbers reported below, and on each Reporting Persons cover page to this Schedule 13D, are as of May 17, 2018, unless otherwise indicated. The cover page to this Schedule 13D for
each Reporting Person is incorporated by reference in its entirety into this Item 5(a, b).
|
|
|
|
|
CUSIP No. 807864103
|
|
|
|
Page
7
of 8 Pages
|
The Fund directly holds, and thus has sole voting and dispositive power over,
2,023,516 shares of Common Stock. The GP, as sole general partner of the Fund, also has sole authority to vote (or direct the vote of), and to dispose (or direct the disposal) of, these shares of Common Stock on behalf of the Fund, and each of
Messrs. Lynch and Scharfman has shared authority to vote (or direct the vote of), and to dispose (or direct the disposal) of, these shares on behalf of the GP. Accordingly, each of the Reporting Persons beneficially owns 2,023,516 shares of Common
Stock, or approximately 28.9% of the outstanding shares of Common Stock, and the Reporting Persons beneficially own, in the aggregate, 2,023,516 shares of Common Stock, or approximately 28.9% of the outstanding shares of Common Stock. Neither
Mr. Jacobs nor Mr. Yanagi has beneficial ownership of any shares of Common Stock.
(c) No Reporting Person, other
than the Fund as set forth in the table below, effected any transaction in shares of the Common Stock since March 18, 2018 (the date 60 days prior to the filing of this Schedule 13D) to May 17, 2018:
|
|
|
|
|
|
|
|
|
Date of
Purchase / Sale
|
|
Shares
Purchased
(#)
|
|
|
Avg. Purchase
Price per Share
($)
|
|
5/15/2018
|
|
|
535,629
|
|
|
|
16.6750
|
|
The above listed transaction was conducted in the ordinary course of business on the open market for cash, and
the purchase price does not reflect brokerage commissions paid.
5. Item 6 of the Schedule 13D shall hereby be amended by inserting the following
paragraph at its beginning:
On January 17, 2018, the Issuer granted 38,500 stock appreciation rights (the
SARs
) to Mr. Scharfman as compensation for serving as a member of the Issuers board of directors pursuant to a Stock Appreciation Right Agreement in the form attached hereto as
Exhibit 4
(the
SAR
Agreement
). Pursuant to a
pre-existing
contractual obligation, Mill Road Capital Management, LLC has the right to receive the economic benefit of the SARs. The SARs are (i) exercisable for
shares of Common Stock at an exercise price of $18.57 per share, (ii) except as otherwise set forth in the SAR Agreement, will vest as to
one-half
of the SARs on the second anniversary, and as to
one-fourth
of the SARs on each of the third and fourth anniversaries, of the date of grant, and (iii) will be settled in cash upon exercise.
6. Item 7 of the Schedule 13D shall hereby be amended by adding the following exhibit:
|
|
|
Exhibit 4
|
|
Form of Director Stock Appreciation Right Agreement (incorporated by reference to Exhibit 10.1 of the Issuers Current Report on Form
8-K
dated May 29, 2014).
|
7. Except as expressly modified hereby, all provisions of the Schedule 13D shall continue in full force and effect.
[signature pages follow]
|
|
|
|
|
CUSIP No. 807864103
|
|
|
|
Page
8
of 8 Pages
|
Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
|
|
|
|
MILL ROAD CAPITAL II, L.P.
|
|
|
By:
|
|
Mill Road Capital II GP LLC,
its General
Partner
|
|
|
|
|
|
By:
|
|
/s/ Scott P. Scharfman
|
|
|
Scott P. Scharfman
|
|
|
Management Committee Director
|
|
|
|
|
MILL ROAD CAPITAL II GP LLC
|
|
|
By:
|
|
/s/ Scott P. Scharfman
|
|
|
Scott P. Scharfman
|
|
|
Management Committee Director
|
|
THOMAS E. LYNCH
|
|
|
By:
|
|
/s/ Scott P. Scharfman
|
|
|
Scott P. Scharfman,
attorney-in-fact
|
|
SCOTT P. SCHARFMAN
|
|
|
By:
|
|
/s/ Scott P. Scharfman
|
|
|
Scott P. Scharfman
|