Statement of Beneficial Ownership (sc 13d)
June 02 2014 - 5:09PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
Novatel
Wireless, Inc.
(Name of Issuer)
Common Stock, $0.001 Par Value
(Title of Class of Securities)
66987M604
(CUSIP Number)
Bruce A. Karsh
333 South Grand Ave., Suite 2800
Los Angeles, California 90071
213-830-6300
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications)
May 30, 2014
(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.
x
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.
*
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The remainder of this cover page shall be filled out for a reporting persons 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.
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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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CUSIP No. 66987M604
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Page 2 of 5 Pages
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1.
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Names of
Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Bruce
A. Karsh
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a)
¨
(b)
x
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
PF
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5.
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Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)
¨
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6.
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Citizenship or Place of
Organization
U.S.A.
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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
2,350,000
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8.
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Shared Voting Power
650,000
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9.
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Sole Dispositive Power
2,350,000
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10.
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Shared Dispositive Power
650,000
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
3,000,000
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12.
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Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions)
¨
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13.
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Percent of Class Represented by Amount
in Row (11)
8.7%
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14.
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Type of Reporting Person (See
Instructions)
IN
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2
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CUSIP No. 66987M604
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Page 3 of 5 Pages
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1.
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Names of
Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
The
Karsh Family Foundation
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a)
¨
(b)
x
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
AF
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5.
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Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)
¨
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6.
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Citizenship or Place of
Organization
California
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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
650,000
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8.
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Shared Voting Power
0
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9.
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Sole Dispositive Power
650,000
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10.
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Shared Dispositive Power
0
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
650,000
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12.
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Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions)
¨
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13.
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Percent of Class Represented by Amount
in Row (11)
1.9%
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14.
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Type of Reporting Person (See
Instructions)
OO
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3
Item 1.
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Security and Issuer
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Common Stock, $0.001 par value (the Common Stock)
Novatel Wireless, Inc. (the Company), 9645 Scranton Road, Suite 205, San Diego, CA 92121
Item 2.
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Identity and Background
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(a) This Schedule 13D is being filed jointly by Bruce A. Karsh and The Karsh
Family Foundation (the Foundation and together with Mr. Karsh, the Reporting Persons).
(b) (c) Mr. Karshs
business address is 333 South Grand Ave., Suite 2800, Los Angeles, CA 90071. Mr. Karsh is the President and Chief Investment Officer of Oaktree Capital Management, L.P., an investment management firm, located at 333 South Grand Ave., Suite
2800, Los Angeles, CA 90071. The Foundation is a private charitable trust organized under the laws of the State of California, located at 1201 Tower Grove Drive, Beverly Hills, CA 90210.
Mr. Karsh is one of two trustees of the Foundation. The other trustee is his wife, Martha L. Karsh. Mrs. Karsh is a philanthropist and her business
address is 1201 Tower Grove Drive, Beverly Hills, CA 90210.
(d) None.
(e) None.
(f) Mr. and Mrs. Karsh are citizens of the
U.S.A.
Item 3.
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Source and Amount of Funds or Other Consideration
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Mr. Karsh purchased the 3,000,000 shares of the
Companys Common Stock (the Shares) referenced in this Schedule 13D with personal funds in the open market. The aggregate purchase price for the Shares was $6,337,491. Mr. Karsh made a gift of 250,000 Shares to the Foundation
in June 2013, and he made an additional gift of 400,000 Shares to the Foundation in July 2013.
Item 4.
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Purpose of Transaction
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The Reporting Persons acquired the Shares for investment purposes.
The Reporting Persons believe that the Companys Chief Executive Officer, Peter Leparulo, has had ample opportunity to reverse the Companys
disappointing financial performance and has failed to do so. The Reporting Persons believe it is time for the Companys Board of Directors to replace Mr. Leparulo with a new Chief Executive Officer. Mr. Karsh conveyed this message to
the Companys Chairman, Sue Swenson, on May 30, 2014.
The Reporting Persons will continue to evaluate their ownership and voting position in
the Company and may consider the following future courses of action, among others: (i) continuing to hold the Shares for investment; (ii) disposing of all or a portion of the Shares in open market sales or in privately negotiated
transactions; (iii) acquiring additional shares of the Companys Common Stock in the open market or in privately negotiated transactions; (iv) entering into hedging transactions; (v) voting the Shares as they deem appropriate on
existing or future proposals that may be submitted to the Companys shareholders for approval; and/or (vi) seeking to have discussions with the Companys management and Board of Directors regarding the Companys business and ways
to maximize shareholder value. The Reporting Persons future actions with regard to their investment in the Company are dependent on their evaluation of a variety of circumstances affecting the Company, and they reserve the right to take
whatever future action is deemed appropriate under the circumstances that then exist.
Except as set forth in this Schedule 13D, the Reporting Persons
have no present intent or proposal that would relate to or result in any of the matters set forth in subparagraphs (a)-(j) of Item 4 of Schedule 13D.
Item 5.
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Interest in Securities of the Issuer
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(a) See items 11 and 13 of the cover pages to this Schedule 13D
for the aggregate number of Shares and the percentage of the Companys Common Stock owned by the Reporting Persons.
(b) See items 7 through 10 on
the cover pages to this Schedule 13D.
(c) None.
4
(d) None.
(e) Not
applicable.
Item 6.
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
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Other
than the relationships mentioned above and except for the Joint Filing Agreement, dated June 2, 2014, attached as Exhibit 99.1 hereto, to the knowledge of the Reporting Persons, there are no contracts, arrangements, understandings or relationships
among the persons named in Item 2 and between such persons and any other persons with respect to any securities of the Company.
Item 7.
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Material to be Filed as Exhibits
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Exhibit 99.1
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Joint Filing Agreement, dated June 2, 2014
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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.
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Date: June 2, 2014
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/s/ Bruce A. Karsh
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Bruce A. Karsh
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The Karsh Family Foundation
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By:
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/s/ Bruce A. Karsh
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Bruce A. Karsh
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Trustee
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By:
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/s/ Martha L. Karsh
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Martha L. Karsh
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Trustee
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5
Exhibit 99.1
Joint Filing Agreement
In accordance
with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing of a Statement on Schedule 13D (including any and all amendments thereto) with respect to the shares of Common Stock,
$0.001 par value, of Novatel Wireless, Inc., and further agree that this Joint Filing Agreement be included as an Exhibit thereto. In addition, each party to this Agreement expressly authorizes each other party to this Agreement to file on his or
its behalf any and all amendments to such Statement.
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Date: June 2, 2014
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/s/ Bruce A. Karsh
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Bruce A. Karsh
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The Karsh Family Foundation
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By:
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/s/ Bruce A. Karsh
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Bruce A. Karsh
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Trustee
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By:
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/s/ Martha L. Karsh
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Martha L. Karsh
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Trustee
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