Amended Statement of Beneficial Ownership (sc 13d/a)
March 21 2023 - 5:07PM
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. 1)1
Daktronics, Inc.
(Name
of Issuer)
Common Stock, no par value
(Title of Class of Securities)
234264109
(CUSIP Number)
CONNOR HALEY
ALTA FOX CAPITAL MANAGEMENT, LLC
640 Taylor Street, Ste. 2522
Fort Worth, Texas 76102
(817) 639-2369
ANDREW M. 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)
March 19, 2023
(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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ALTA FOX OPPORTUNITIES FUND, LP |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
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(b) ☐ |
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SEC USE ONLY |
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SOURCE OF FUNDS |
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WC |
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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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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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SHARED VOTING POWER |
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EACH |
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REPORTING |
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2,744,283 |
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PERSON WITH |
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SOLE DISPOSITIVE POWER |
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- 0 - |
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SHARED DISPOSITIVE POWER |
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2,744,283 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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2,744,283 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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6.0% |
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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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ALTA FOX GENPAR, LP |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(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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OO |
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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 |
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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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2,744,283 |
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PERSON WITH |
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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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2,744,283 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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2,744,283 |
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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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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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6.0% |
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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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ALTA FOX EQUITY, LLC |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
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(b) ☐ |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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OO |
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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 |
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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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2,744,283 |
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PERSON WITH |
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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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2,744,283 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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2,744,283 |
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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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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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6.0% |
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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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ALTA FOX CAPITAL MANAGEMENT, LLC |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(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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OO |
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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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TEXAS |
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NUMBER OF |
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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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2,744,283 |
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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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2,744,283 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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2,744,283 |
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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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6.0% |
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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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P. CONNOR HALEY |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(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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OO |
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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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USA |
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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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2,744,283 |
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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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2,744,283 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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2,744,283 |
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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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6.0% |
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TYPE OF REPORTING PERSON |
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IN |
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The following constitutes
Amendment No. 1 to the Schedule 13D filed by the undersigned (“Amendment No. 1”). This Amendment No. 1 amends the Schedule
13D as specifically set forth herein.
| Item 3. | Source and Amount of Funds or Other Consideration. |
Item 3 is hereby amended
and restated to read as follows:
The Shares purchased by Alta
Fox Opportunities were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the
ordinary course of business) in open market purchases, except as otherwise noted, as set forth in Schedule A, which is incorporated by
reference herein. The aggregate purchase price of the 2,744,283 Shares beneficially owned by Alta Fox Opportunities is approximately $9,259,045,
including brokerage commissions.
| Item 4. | Purpose of Transaction. |
Item 4 is hereby amended
to add the following:
On March 19, 2023, the Issuer
entered into a Standstill and Voting Agreement (the “Agreement”) with Alta Fox Capital and Connor Haley (each, with its or
his respective affiliates and associates, an “Investor Party,” and collectively, the “Investor Parties”) in connection
with ongoing negotiations between the Issuer and the Investor Parties regarding a potential financing transaction.
With respect to each annual
or special meeting of the Issuer’s shareholders during the term of the Agreement, each Investor Party has agreed to vote the Shares
of the Issuer then held by it in accordance with the recommendations of the Issuer’s Board of Directors (the “Board”)
on director election proposals and any other proposals submitted by the Issuer or a shareholder, except that the Investor Parties may
vote in their discretion on Extraordinary Transactions (as defined in the Agreement) and, with respect to any proposal (other than as
related to the election, removal or replacement of any director), in accordance with Institutional Shareholder Services, Inc. and Glass
Lewis & Co. if such proxy advisor firms recommend differently from the Board.
The Investor Parties have
also agreed to certain customary standstill provisions prohibiting them from, among other things, (i) making certain announcements regarding
the Issuer’s transactions, (ii) soliciting proxies, (iii) selling securities of the Issuer to any third party with a known history
of activism or known plans to engage in activism, (iv) taking actions to change or influence the Board, Issuer management or the direction
of certain Issuer matters, and (v) exercising certain shareholder rights.
The Agreement will terminate
on the one-year anniversary of the date of the Agreement, subject to an automatic extension until the day following the conclusion of
the Issuer’s 2024 Annual Meeting of Shareholders if the Issuer and Alta Fox Capital sign and execute definitive financing documents.
The foregoing description
of the Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Agreement,
a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 5. | Interest in Securities of the Issuer. |
Items 5(a) – (c) are
hereby amended and restated to read as follows:
The aggregate percentage
of Shares reported owned by each person named herein is based upon 45,465,728 Shares outstanding, as of March 1, 2023, which is the total
number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission
on March 13, 2023.
| (a) | As of the date hereof, Alta Fox Opportunities beneficially owned 2,744,283 Shares. |
Percentage: Approximately 6.0%
| (b) | 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 2,744,283
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 2,744,283 |
| (c) | The transactions in the Shares by Alta Fox Opportunities since the filing of the Schedule 13D are set
forth in Schedule A and are incorporated herein by reference. |
| (a) | Alta Fox GP, as the general partner of Alta Fox Opportunities, may be deemed the beneficial owner of the
2,744,283 Shares owned by Alta Fox Opportunities. |
Percentage: Approximately 6.0%
| (b) | 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 2,744,283
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 2,744,283 |
| (c) | Alta Fox GP has not entered into any transactions in the Shares since the filing of the Schedule 13D.
The transactions in the Shares on behalf of Alta Fox Opportunities since the filing of the Schedule 13D are set forth in Schedule A and
are incorporated herein by reference. |
| (a) | Alta Fox LLC, as the general partner of Alta Fox GP, may be deemed the beneficial owner of the 2,744,283
Shares owned by Alta Fox Opportunities. |
Percentage: Approximately 6.0%
| (b) | 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 2,744,283
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 2,744,283 |
| (c) | Alta Fox LLC has not entered into any transactions in the Shares since the filing of the Schedule 13D.
The transactions in the Shares on behalf of Alta Fox Opportunities since the filing of the Schedule 13D are set forth in Schedule A and
are incorporated herein by reference. |
| (a) | Alta Fox Capital, as the investment manager of Alta Fox Opportunities, may be deemed the beneficial owner
of the 2,744,283 Shares owned by Alta Fox Opportunities. |
Percentage: Approximately 6.0%
| (b) | 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 2,744,283
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 2,744,283 |
| (c) | Alta Fox Capital has not entered into any transactions in the Shares since the filing of the Schedule
13D. The transactions in the Shares on behalf of Alta Fox Opportunities since the filing of the Schedule 13D are set forth in Schedule
A and are incorporated herein by reference. |
| (a) | Mr. Haley, as the sole owner, member and manager of each of Alta Fox Capital and Alta Fox LLC, may be
deemed the beneficial owner of the 2,744,283 Shares owned by Alta Fox Opportunities. |
Percentage: Approximately 6.0%
| (b) | 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 2,744,283
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 2,744,283 |
| (c) | Mr. Haley has not entered into any transactions in the Shares since the filing of the Schedule 13D. The
transactions in the Shares on behalf of Alta Fox Opportunities since the filing of the Schedule 13D are set forth in Schedule A and are
incorporated herein by reference. |
The filing of this Schedule
13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934,
as amended, the beneficial owners of any securities of the Issuer he or it does not directly own. Each of the Reporting Persons specifically
disclaims beneficial ownership of the securities reported herein that he or it does not directly own.
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
Item 6 is hereby amended
to add the following:
On March 19, 2023, the Investor
Parties and the Issuer entered into the Agreement as defined and described in Item 4 above and attached as Exhibit 99.1 hereto.
| Item 7. | Material to be Filed as Exhibits. |
Item 7 is hereby amended
to add the following exhibit:
| 99.1 | Standstill and Voting Agreement, dated March 19, 2023 (incorporated by reference to Exhibit 10.1 to the
Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 20, 2023). |
SIGNATURES
After reasonable inquiry
and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: March 21, 2023
ALTA FOX OPPORTUNITIES FUND, LP
By: Alta Fox GenPar, LP,
its general partner
ALTA FOX GENPAR, LP
By: Alta Fox Equity, LLC,
its general partner
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ALTA FOX EQUITY, LLC
By: P. Connor Haley,
its manager
ALTA FOX CAPITAL MANAGEMENT, LLC
By: P. Connor Haley,
its manager
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By: |
/s/ P. Connor Haley |
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Name: |
P. Connor Haley |
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Title: |
Authorized Signatory |
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/s/ P. Connor Haley |
P. CONNOR HALEY |
SCHEDULE A
Transactions in the Shares Since the
Filing of the Schedule 13D
Nature of the Transaction |
Amount of Securities
Purchased/(Sold) |
Price ($) |
Date of
Purchase/Sale |
ALTA FOX CAPITAL MANAGEMENT, LLC
Purchase of Common Stock |
21,611 |
3.6768 |
01/27/2023 |
Purchase of Common Stock |
28,789 |
3.6663 |
01/30/2023 |
Sale of Common Stock |
(4,714) |
4.1707 |
03/06/2023 |
Sale of Common Stock |
(67,389) |
4.0444 |
03/07/2023 |
Purchase of Common Stock |
49,500 |
4.6351 |
03/14/2023 |
Purchase of Common Stock |
52,973 |
4.5886 |
03/15/2023 |
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