Amended Statement of Beneficial Ownership (sc 13d/a)
July 16 2018 - 10:39AM
Edgar (US Regulatory)
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. 2)
1
Educational Development Corporation
(Name
of Issuer)
Common Stock, $0.20 par value
(Title of Class of Securities)
281479105
(CUSIP Number)
DAVID SANDBERG
RED OAK PARTNERS, LLC
150 E Palmetto Park Road,
Suite 800
Boca Raton, FL 33432
(212) 614-8952
ANDREW FREEDMAN, ESQ.
OLSHAN
FROME WOLOSKY LLP
1325
Avenue of the Americas
New
York, New York 10019
(212)
451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices
and Communications)
July 12, 2018
(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
¨
.
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
).
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1
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NAME OF REPORTING PERSON
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The Red Oak Fund, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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DELAWARE
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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- 0 -
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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88,598
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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- 0 -
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10
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SHARED DISPOSITIVE POWER
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88,598
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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88,598
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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2.2%
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14
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TYPE OF REPORTING PERSON
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PN
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1
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NAME OF REPORTING PERSON
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The Red Oak Long Fund, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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DELAWARE
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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- 0 -
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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37,449
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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- 0 -
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10
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SHARED DISPOSITIVE POWER
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37,449
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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37,449
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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Less than 1%
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14
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TYPE OF REPORTING PERSON
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PN
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1
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NAME OF REPORTING PERSON
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The Red Oak Institutional Founders Long Fund, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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DELAWARE
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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- 0 -
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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129,705
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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- 0 -
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10
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SHARED DISPOSITIVE POWER
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129,705
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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129,705
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12
|
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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3.2%
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14
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TYPE OF REPORTING PERSON
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PN
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1
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NAME OF REPORTING PERSON
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Pinnacle Opportunities Fund, LP
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2
|
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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WC
|
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5
|
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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DELAWARE
|
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NUMBER OF
|
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7
|
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SOLE VOTING POWER
|
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SHARES
|
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BENEFICIALLY
|
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|
- 0 -
|
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OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
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EACH
|
|
|
|
|
|
REPORTING
|
|
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|
|
60,665
|
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PERSON WITH
|
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9
|
|
SOLE DISPOSITIVE POWER
|
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- 0 -
|
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|
10
|
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SHARED DISPOSITIVE POWER
|
|
|
|
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|
|
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60,665
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
60,665
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
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|
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|
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|
13
|
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
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1.5%
|
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14
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TYPE OF REPORTING PERSON
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PN
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1
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NAME OF REPORTING PERSON
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Pinnacle Capital Partners, LLC
|
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2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
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|
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|
(b) ☐
|
|
|
|
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|
3
|
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SEC USE ONLY
|
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|
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4
|
|
SOURCE OF FUNDS
|
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|
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|
|
|
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|
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
|
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|
|
|
|
|
|
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|
|
FLORIDA
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
- 0 -
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
60,665
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
60,665
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
60,665
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
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|
|
|
|
|
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|
|
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|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
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1.5%
|
|
|
14
|
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TYPE OF REPORTING PERSON
|
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|
OO
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1
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NAME OF REPORTING PERSON
|
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|
Red Oak Partners, LLC
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
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SEC USE ONLY
|
|
|
|
|
|
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|
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4
|
|
SOURCE OF FUNDS
|
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|
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|
AF
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
|
|
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|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
FLORIDA
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
- 0 -
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
316,417
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
316,417
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
316,417
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
7.7%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
OO
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
David Sandberg
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
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
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
- 0 -
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
316,417
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
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|
|
|
|
|
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- 0 -
|
|
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10
|
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SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
316,417
|
|
|
11
|
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
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316,417
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
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13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
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|
|
|
7.7%
|
|
|
14
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TYPE OF REPORTING PERSON
|
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IN
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The following constitutes
Amendment No. 2 to the Schedule 13D filed by the undersigned (“Amendment No. 2”). This Amendment No. 2 amends the Schedule
13D as specifically set forth herein.
|
Item 4.
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Purpose of Transaction
.
|
Item 4 is hereby amended
to add the following:
On July 12, 2018,
Red Oak Partners delivered a letter to the Issuer (the “Request”) demanding the inspection of certain of the Issuer’s
books and records pursuant to Section 220 of the Delaware General Corporation Law (the "DGCL") pertaining to the Issuer’s
(i) proposed 2019 long term incentive stock plan (the “Incentive Plan”); (ii) failed integrated direct-sales order
system; (iii) past financings; (iv) financial results and guidance; and (v) composition of its board of directors (the “Board”)
and corporate governance practices. In the Request, Red Oak Partners stated that its purpose was to gather information regarding
potential mismanagement and/or wrongdoing by the Issuer’s management and/or any member(s) or committee(s) of the Board. The
Request also stated that such information would allow Red Oak Partners to further assess the degree of change it believes is required
and to determine whether additional affirmative remedial steps would be required before the Issuer’s 2018 annual meeting
of shareholders (the “Annual Meeting”).
In the Request, Red
Oak Partners stated that it remained open to engaging in constructive dialogue with the Board and management regarding the Incentive
Plan that the Issuer recommended for shareholders to approve at the Annual Meeting. Red Oak Partners further stated its belief
that the Board’s adoption of the Incentive Plan and recommendation that shareholders approve it at the Annual Meeting was
ill-advised due to the excessive compensation that would be awarded to the Issuer’s executives without requiring the achievement
of meaningful revenue and margin growth targets in return. As a result, Red Oak Partners stated its belief that, based on discussions
with the Issuer’s management, review of information provided in the Issuer’s public filings and other publicly available
information and in response to the Board's unwillingness to engage with Red Oak Partners as the Issuer’s largest outside
shareholder, the delivery of the Request was necessary to protect the best interests of shareholders because it would provide Red
Oak Partners the ability to analyze Board processes, determine whether members of the Board and/or management engaged in proper
due diligence and to determine whether both management and the Board have upheld their fiduciary duties to shareholders.
The foregoing description
of the Request does not purport to be complete and is qualified in its entirety by reference to the full text of the letter, which
is filed as Exhibit 99.1, and is incorporated herein by reference.
|
Item 7.
|
Material to be Filed as Exhibits
.
|
Item 7 is hereby amended
to add the following Exhibit:
|
99.1
|
Books and Records Request, dated July 12, 2018.
|
SIGNATURES
After reasonable inquiry
and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: July 16, 2018
|
RED OAK PARTNERS, LLC
|
|
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By:
|
/s/ David Sandberg
|
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Name:
|
David Sandberg
|
|
|
Title:
|
Managing Member
|
|
THE RED OAK FUND, L.P.
|
|
|
|
By:
|
RED OAK PARTNERS, LLC, its general partner
|
|
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|
By:
|
/s/ David Sandberg
|
|
|
Name:
|
David Sandberg
|
|
|
Title:
|
Managing Member
|
|
THE RED OAK INSTITUTIONAL FOUNDERS LOND FUND, L.P.
|
|
|
|
By:
|
RED OAK PARTNERS, LLC, its general partner
|
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|
|
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By:
|
/s/ David Sandberg
|
|
|
Name:
|
David Sandberg
|
|
|
Title:
|
Managing Member
|
|
THE RED OAK LONG FUND, L.P.
|
|
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By:
|
RED OAK PARTNERS, LLC, its general partner
|
|
|
|
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By:
|
/s/ David Sandberg
|
|
|
Name:
|
David Sandberg
|
|
|
Title:
|
Managing Member
|
|
PINNACLE CAPITAL PARTNERS, LLC
|
|
|
|
By:
|
RED OAK PARTNERS, LLC, its controlling member
|
|
|
|
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By:
|
/s/ David Sandberg
|
|
|
Name:
|
David Sandberg
|
|
|
Title:
|
Managing Member
|
|
PINNACLE OPPORTUNITIES FUND, LP
|
|
|
|
By:
|
PINNACLE CAPITAL PARTNERS, LLC, its general partner
|
|
|
|
|
By:
|
/s/ David Sandberg
|
|
|
Name:
|
David Sandberg
|
|
|
Title:
|
Managing Member
|
|
By:
|
/s/ David Sandberg
|
|
|
DAVID SANDBERG
|
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