CUSIP No. 784933103
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Page 1
of 12 Pages
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UNITED STATES
Securities and exchange commission
Washington, D.C. 20549
SCHEDULE 13D/A
(Amendment No. 7)*
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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Robert G. Brown
333 Westchester Avenue, South Building, Suite 203
White Plains, NY 10604
(914) 332-4100
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(Name, Address and Telephone Number of
Person
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Authorized to Receive Notices and Communications)
December
17, 2019
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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 o.
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).
CUSIP No. 784933103
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Page 2 of 12 Pages
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1
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NAME
OF REPORTING PERSON
Robert G. Brown, individually
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2
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CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) x
(b) o
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3
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SEC USE ONLY
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4
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SOURCE
OF FUNDS
OO (See Item 3 to the Original Schedule 13D)
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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)
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o
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
United States of America
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE
VOTING POWER
2,926,018
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8
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SHARED
VOTING POWER
3,230,900*
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9
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SOLE DISPOSITIVE
POWER
2,926,018
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|
10
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SHARED
DISPOSITIVE POWER
3,230,900*
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,445,611**
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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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o
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
54.3%**
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14
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TYPE
OF REPORTING PERSON
IN
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*
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Includes 1,109,625 shares of
Common Stock of SPAR Group, Inc. (the “Company”) held in the SP/R, Inc. Defined Benefit Pension Trust (the
“Trust”) maintained for the benefit of the SP/R, Inc. Defined Benefit Pension Plan (the “Plan”),
the participants of which are current and former employees of SP/R, Inc. Mr. Brown is a former employee of SP/R, Inc. and
is a participant in the Plan. Mr. Brown is not a trustee of the Trust and disclaims beneficial ownership of the shares of
Common Stock held in the Trust. This amount also includes 2,000,000 shares of Common Stock of the Company held by Innovative
Global Technologies, LLC (the “LLC”), of which Mr. Brown is the sole member and manager.
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**
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Includes 5,288,693 shares of Common Stock
of the Company beneficially owned by William H. Bartels, Vice Chairman and a member of the Company’s Board of Directors.
Mr. Brown may act in concert with Mr. Bartels, the Trust and the LLC with respect to certain matters, which are discussed
in Item 4 of this Schedule 13D/A. As a result, the Reporting Persons and Mr. Bartels may be deemed to comprise a “group”
within the meaning of Section 13(d)(3) of the Act and Rule 13d-5(b) thereunder. The group may be deemed to beneficially own
(as that term is defined in Rule 13d-3 under the Act) all of the shares of Common Stock of the Company beneficially owned
by the Reporting Persons and Mr. Bartels. However, Mr. Brown expressly disclaims beneficial ownership of the 5,288,693 shares
beneficially owned by Mr. Bartels. Mr. Bartels expressly retains sole voting and dispositive power over such 5,288,693
shares, which shares were not included as part of the Prior Requests or the December Request, as described in Item 4 below.
Mr. Bartels has filed a separate Schedule 13D with respect to his interests.
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CUSIP No. 784933103
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Page 3 of 12 Pages
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1
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NAME
OF REPORTING PERSON
SP/R,
Inc. Defined
Benefit Pension Trust
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2
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CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) x
(b) o
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3
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SEC USE ONLY
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4
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SOURCE
OF FUNDS
OO (See Item 3 to the Original Schedule 13D)
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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)
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o
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
United States of America
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE
VOTING POWER
0
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8
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SHARED
VOTING POWER
1,109,625
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9
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SOLE DISPOSITIVE
POWER
0
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10
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SHARED
DISPOSITIVE POWER
1,109,625
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,445,611*
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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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o
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
54.3%*
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14
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TYPE
OF REPORTING PERSON
OO
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*
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Includes 3,047,293 shares of
Common Stock of the Company beneficially owned by Mr. Brown, 5,288,693 shares of Common Stock of the Company beneficially
owned by Mr. Bartels and 2,000,000 shares of Common Stock of the Company owned by the LLC. The Trust may act in concert with
Mr. Brown, Mr. Bartels and the LLC with respect to certain matters, which are discussed in Item 4 of this Schedule 13D/A.
As a result, the Reporting Persons and Mr. Bartels may be deemed to comprise a “group” within the meaning of Section
13(d)(3) of the Act and Rule 13d-5(b) thereunder. The group may be deemed to beneficially own (as that term is defined in
Rule 13d-3 under the Act) all of the shares of Common Stock of the Company beneficially owned by the Reporting Persons and
Mr. Bartels. However, the Trust has neither sole nor shared voting or dispositive power over the 2,477,973 shares beneficially
owned by Mr. Brown or the 2,000,000 shares held by the LLC and expressly disclaims beneficial ownership of such shares. The
Trust also expressly disclaims beneficial ownership of the 5,288,693 shares beneficially owned by Mr. Bartels. Mr. Bartels
expressly retains sole voting and dispositive power over such 5,288,693 shares, which shares were not included as part of
the Prior Requests or the December Request, as described in Item 4 below. Mr. Bartels has filed a separate Schedule 13D with
respect to his interests.
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CUSIP No. 784933103
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Page 4 of 12 Pages
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1
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NAME
OF REPORTING PERSON
Innovative
Global Technologies, LLC
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) x
(b) o
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3
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SEC USE ONLY
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4
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SOURCE
OF FUNDS
OO (See Item 3 to the Original Schedule 13D)
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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)
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o
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
United States of America
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE
VOTING POWER
0
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8
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SHARED
VOTING POWER
2,000,000
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9
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SOLE
DISPOSITIVE POWER
0
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10
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SHARED
DISPOSITIVE POWER
2,000,000
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,445,611*
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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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o
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
54.3%*
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14
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TYPE
OF REPORTING PERSON
OO
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*
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Includes 3,047,293 shares of
Common Stock of the Company beneficially owned by Mr. Brown, 5,288,693 shares of Common Stock of the Company beneficially
owned by Mr. Bartels and 1,109,625 shares of Common Stock of the Company held in the Trust. The LLC may act in concert with
Mr. Brown, Mr. Bartels and the Trust with respect to certain matters, which are discussed in Item 4 of this Schedule 13D/A.
As a result, the Reporting Persons and Mr. Bartels may be deemed to comprise a “group” within the meaning of Section
13(d)(3) of the Act and Rule 13d-5(b) thereunder. The group may be deemed to beneficially own (as that term is defined in
Rule 13d-3 under the Act) all of the shares of Common Stock of the Company beneficially owned by the Reporting Persons and
Mr. Bartels. However, the LLC has neither sole nor shared voting or dispositive power over the 2,477,973 shares beneficially
owned by Mr. Brown or the 1,109,625 shares held in the Trust and expressly disclaims beneficial ownership of such shares.
The LLC also expressly disclaims beneficial ownership of the 5,288,693 shares beneficially owned by Mr. Bartels. Mr.
Bartels expressly retains sole voting and dispositive power over such 5,288,693 shares, which shares were not included as
part of the Prior Requests or the December Request, as described in Item 4 below. Mr. Bartels has filed a separate Schedule
13D with respect to his interests.
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CUSIP No. 784933103
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Page 5 of 12 Pages
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SCHEDULE 13D/A
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Item 1.
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Security and Issuer
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This Amendment
No. 7 to Schedule 13D (this “Amendment”) amends and supplements the information set forth in the Schedule 13D
originally filed by Mr. Brown 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”), Amendment No. 5 to the Original Schedule
13D filed with the SEC on August 19, 2019 (“Amendment No. 5”) and Amendment No. 6 to the Original Schedule
13D filed with the SEC on September 13, 2019 (“Amendment No. 6”). The Original Schedule 13D, as amended by
Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5 and Amendment No. 6, 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.
This Amendment
is being filed jointly by Mr. Robert G. Brown, the SP/R, Inc. Defined Benefit Pension Trust (the “Trust”) and
Innovative Global Technologies, LLC (the “LLC”), collectively referred to as the “Reporting Persons,”
to report the addition of the LLC as a reporting person hereunder and to amend the information disclosed in the Schedule 13D as
set forth herein. 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 Persons may be deemed to beneficially own, in the aggregate, 11,445,611 shares of the Common
Stock of the Company, which represents approximately 54.3% of the outstanding Common Stock of the Company. The percentages in
this Amendment are calculated based upon 21,093,762 outstanding shares of Common Stock as of November 13, 2019, as reported in
the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2019 filed with the SEC on November 14,
2019.
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Item 2.
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Identity and Background
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Item 2 of Schedule 13D hereby amended
and supplemented as follows:
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(a)
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This Amendment is being filed
jointly pursuant to Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended,
by Mr. Robert G. Brown, individually, and by the Trust and the LLC as the Reporting Persons.
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(b)
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The business address of the
LLC is 7711 Military Trail, Palm Beach, Florida 33410.
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(d)
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None of the Reporting Persons
has, during the last five years, been convicted in a criminal proceeding (excluding traffic
violations and misdemeanors).
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CUSIP No. 784933103
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Page 6 of 12 Pages
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(e)
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None of the Reporting Persons
has, during the last five years, been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which the LLC was or is
subject to a judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to federal or state securities laws or finding any violation
with respect to such laws.
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(f)
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The LLC is formed under the
laws of the State of Nevada.
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Mr. Brown is the
sole member and manager of the LLC and, as such, has full power to vote or to dispose of the 2,000,000 shares of Common Stock
of the Company held by the LLC.
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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:
Mr. Brown, 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 and to take action by written consent in lieu of a meeting. Previous actions
taken by Mr. Brown and Mr. Bartels are described in Amendment No. 1, Amendment No. 2, Amendment No. 3, and Amendment No. 4 and
previous actions taken by Mr. Brown and the Trust are described in Amendment No. 5 and Amendment No. 6.
As
reported in Amendment No. 5, on August 19, 2019, Mr. Brown and the Trust delivered a written request (the “August Request”)
that the Company call a special meeting of stockholders in accordance with Section 2.02 of the By-Laws for the purpose of voting
on a proposal to remove Arthur B. Drogue and R. Eric McCarthey from the Board without cause (the “Removal Proposal”).
Mr. Bartels did not participate in this action. The foregoing summary of the August Request is qualified in its entirety by the
full text of the August Request, which is filed as Exhibit 12 to Amendment No. 5 and incorporated herein by reference.
As reported in
Amendment No. 6, on September 12, 2019, Mr. Brown and the Trust delivered a further written request (the “September Request”,
and together with the August Request, the “Prior Requests”) that the Company call a special meeting of stockholders
in accordance with Section 2.02 of the By-Laws for the purpose of voting on the following proposal1 to be presented
for a vote following the Removal Proposal (together with the Removal Proposal, the “Prior Proposals”):
1 The September Request also
included proposals to increase the size of the Board by one and to elect Panos Lazaretos as a director of the Company. However,
these proposals were mooted when Mr. Lazaretos was elected to the Board by written consent of a majority of the Company’s
stockholders, which was submitted to the Company on October 13, 2019 by Mr. Brown, the Trust and Mr. Bartels, as reported in Mr.
Bartels’ Amendment No. 5 to Schedule 13D filed with the SEC on October 18, 2019.
CUSIP No. 784933103
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Page 7 of 12 Pages
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A proposal to adopt amendments to the
By-Laws, as set forth in the Appendix attached to the September Request, which amendments would (i) reduce the waiting period
set forth in Section 3.04 for stockholders to fill certain vacancies on the Board from 90 days to 30 days and (ii) adopt a new
provision establishing the applicable independence standards set forth in the Nasdaq Stock Market Rules and SEC rules as the independence
standards applicable to the Company’s Board and Board Committees.
Mr.
Bartels did not participate in this action. The foregoing summary of the September Request is qualified in its entirety by the
full text of the September Request, which is filed as Exhibit 14 to Amendment No. 6 and incorporated herein by reference.
On December 17,
2019, the Reporting Persons delivered a further written request (the “December Request”) that the Company call
a special meeting of stockholders in accordance with Section 2.02 of the By-Laws for the purpose of voting on the following proposals
to be presented for a vote following the Prior Proposals and in the order presented below:
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·
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A
proposal to increase the size of the Board by one, provided such vote shall be of no
effect if, at the time of the Election (as defined below), a vacancy exists on the Board
due to the removal of Arthur B. Drogue or R. Eric McCarthey.
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·
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A
proposal to elect James R. Brown Sr. as a director of the Company (the “Election”).
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The
December Request is intended to supplement the Prior Requests. Mr. Bartels did not participate in this action. It is the expectation
of the Reporting Persons that the proposals set forth above will be presented to Company stockholders for a vote at the special
meeting of stockholders currently expected to be held on January 16, 2020 or any postponed meeting date, in addition to the Prior
Proposals to be presented at that meeting based on the Prior Requests. The foregoing summary of the December Request is qualified
in its entirety by the full text of the December Request, which is filed as Exhibit 15 to this Amendment and incorporated herein
by reference.
Except as otherwise
set forth in this Item 4, the Reporting Persons (alone or in conjunction with other stockholders of the Company) currently have
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 Persons 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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(a)
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– (b) The information
contained on the cover pages of this Amendment and set forth in Item 1 and Item 2 of
this Amendment is incorporated in this Item 5 by reference.
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CUSIP No. 784933103
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Page 8 of 12 Pages
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(c)
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On November 1, 2019, Mr. Brown
disposed of 1,000,000 shares of Common Stock of the Company through a gift for no consideration.
On November 13, 2019, Mr. Brown disposed of 1,000,000 shares and 20,000 shares of Common
Stock of the Company through two gifts for no consideration. The two reported gifts of
1,000,000 shares were made to the LLC. Except for the foregoing transactions, no transactions
in the Common Stock of the Company have been effected by the Reporting Persons or Mr.
Bartels in the past 60 days.
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(d)
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As the sole member and manager
of the LLC, Mr. Brown has the full power to act on behalf of the LLC, including the power
to direct a sale of the securities owned by the LLC, and may benefit directly or indirectly
from the proceeds from any sale of such securities.
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(e)
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Not applicable to the LLC.
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Item 6.
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Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer.
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Item 6 of the
Schedule 13D is hereby amended and supplemented as follows:
The Reporting Persons
are parties to a Joint Filing Agreement, which is filed as Exhibit 16 to this Amendment and is incorporated herein by reference.
The Reporting Persons’ response to Item 4 is incorporated by reference herein. Except as disclosed in, or incorporated by
reference into, this Item 6 of this Amendment, to the best knowledge of the Reporting Persons, there are no other contracts, arrangements,
understandings or relationships between the Reporting Persons and any other person with respect to any securities of the Company.
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Item 7.
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Material to Be Filed as Exhibits.
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Item 7 of the Schedule 13D is hereby
amended and supplemented as follows:
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Exhibit 15
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Written Request of Stockholders of SPAR Group, Inc. to Call a Special Meeting delivered
on December 17, 2019
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Exhibit 16
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Joint Filing Agreement, dated December 23, 2019, by and between the Reporting Persons pursuant
to Rule 13d-1(k) Under the Securities Exchange Act of 1934, as amended.
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CUSIP No. 784933103
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Page 9 of 12 Pages
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SIGNATURES
After reasonable inquiry and
to the best of the undersigned’s knowledge and belief, the undersigned hereby certify that the information set forth in
this Schedule 13D/A is true, complete and correct.
Dated: December
23, 2019
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/s/ Robert G. Brown
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Robert G. Brown
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/s/ Kimberly M. Villani
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Kimberly M. Villani, Trustee of the SP/R, Inc. Defined
Benefit Pension Trust
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/s/ Rory W. Brown
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Rory W. Brown, Trustee of
the SP/R, Inc. Defined Benefit
Pension Trust
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/s/ Robert G. Brown
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Robert G. Brown, Manager of Innovative Global
Technologies, LLC
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CUSIP No. 784933103
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Page 10 of 12 Pages
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Exhibit 15
WRITTEN
request of Stockholders
of
sPAR Group, Inc.
TO
CALL A SPECIAL MEETING
This request is intended to supplement
the special meeting requests, dated August 19, 2019 and September 11, 2019, previously submitted by the Stockholders (the “Prior
Requests”). It is the Stockholders’ expectation that the proposals set forth below in this new Special Meeting
Request will be presented to Company stockholders for a vote at the Special Meeting which is expected to be held on or about January,
2020, in addition to, and not in lieu of, the proposals to (i) remove Arthur B. Drogue and R. Eric McCarthey as directors of the
Company, and (ii) amend the By-Laws (collectively referred to as the “Prior Proposals”), each of which is to
be presented at the Special Meeting based on the Prior Requests.
The undersigned record stockholders
(“Stockholders”) of SPAR Group, Inc., a Delaware corporation (the “Company”), hereby request
that the Company call a special meeting of stockholders (“Special Meeting”) in accordance with Section 2.02
of the Company’s Amended and Restated By-Laws (“By-Laws”) for the purpose of voting on the following
proposals to be presented for a vote following the Prior Proposals and in the order presented below:
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·
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A proposal to increase the size of the Board by one, provided such vote shall
be of no effect if, at the time of the Election (as defined below), a vacancy exists on the Board due to the removal of Arthur
B. Drogue or R. Eric McCarthey.
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·
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A
proposal to elect James R. Brown Sr. as a director of the Company (the “Election”).
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Under Section
2.02 of the By-Laws, upon delivery of this request, the Chairman, Vice Chairman, Chief Executive Officer or Secretary of the Company
is required to promptly call the Special Meeting. The Stockholders expect that the Company will provide notice to stockholders
of the date of the Special Meeting promptly following the date of this request.
[Signature page follows.]
CUSIP No. 784933103
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Page 11 of 12 Pages
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In witness whereof, the undersigned have
executed this request.
/s/ Robert G. Brown
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Robert G. Brown
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Dated:
November 18, 2019
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SP/R, Inc. Defined Benefit Pension Trust
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By:
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/s/ Rory W. Brown
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Name: Rory W. Brown
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Title: Trustee
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Dated:
November 19, 2019
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/s/ Kimberly M. Villani
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Name: Kimberly M. Villani
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Title: Trustee
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Dated:
November 18, 2019
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International
Global Technologies, LLC
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By:
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/s/ Robert
G. Brown
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Name:
Robert G. Brown
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Title: Trustee
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CUSIP No. 784933103
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Page 12 of 12 Pages
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Exhibit 16
JOINT FILING AGREEMENT
The undersigned
hereby agree that the statement on Schedule 13D/A to which this Joint Filing Agreement is annexed as Exhibit 16, and any amendments
thereto, is and will be filed on behalf of each of them in accordance with the provisions of Rule 13d-1(k) under the Securities
Exchange Act of 1934, as amended.
Dated: December
23, 2019
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/s/ Robert G. Brown
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Robert G. Brown
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/s/ Kimberly M. Villani
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Kimberly M. Villani, Trustee of the SP/R, Inc. Defined
Benefit Pension Trust
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/s/ Rory W. Brown
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Rory W. Brown, Trustee of the SP/R, Inc. Defined Benefit
Pension Trust
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/s/ Robert G. Brown
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Robert G. Brown, Manager of Innovative Global
Technologies, LLC
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