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. 8)*
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)
February 8, 2020
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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 11 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 11 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 11 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
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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
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 11 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. 8 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”), Amendment No. 6 to the Original Schedule 13D
filed with the SEC on September 13, 2019 (“Amendment No. 6”) and Amendment No. 7 to the Original Schedule 13D
filed with the SEC on December 26, 2019 (“Amendment No. 7”). The Original Schedule 13D, as amended by Amendment
No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6 and Amendment No. 7, 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 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 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, to take action by written consent in lieu of a meeting and to propose
business to be presented for a vote at the annual meeting of stockholders. SEC rules also permit stockholders to include proposals
in a registrant’s annual meeting proxy statement when certain requirements enumerated in such rules are met. 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, previous
actions taken by Mr. Brown and the Trust are described in Amendment No. 5 and Amendment No. 6 and previous actions taken by Mr.
Brown, the Trust and the LLC are described in Amendment No. 7.
CUSIP No. 784933103
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Page 6 of 11 Pages
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On February 8,
2020, the Reporting Persons delivered to the Chairman of the Board a written request (the “Stockholder Proposals”)
that the Company put three proposals to a stockholder vote at the 2020 annual meeting of stockholders (the “2020 Annual
Meeting”) in accordance with Rule 14a-8 under the Securities Exchange of 1934, as amended, or alternatively, in accordance
with Section 2.11(b) of the By-Laws.
In particular,
the Trust requested that the Company’s stockholders vote at the 2020 Annual Meeting on a proposal to amend Section 3.04
of the By-Laws to provide that all vacancies on the Board may be filled by the directors then in office or by stockholders. The
current By-laws permit only the Board to fill certain vacancies for a period of 90 days, at which point the stockholders may fill
any such vacancies.
Mr. Brown requested
that the Company’s stockholders vote at the 2020 Annual Meeting on a proposal to amend Section 2.07 of the By-Laws to provide
that at any meeting of stockholders at which a quorum is present, subject to applicable law (i) directors shall be chosen by a
majority of the outstanding shares entitled to vote and (ii) directors may be removed by the votes of a majority of the votes
cast; provided, that, if a special meeting of stockholders is called under Section 2.02 by stockholders, then a director shall
be chosen by a majority of the votes cast at any such special meeting of stockholders at which a quorum is present. With respect
to the election and removal of directors, Section 2.07 of the current By-Laws provides that (i) directors shall be chosen by a
majority of the votes cast and (ii) directors may be removed by the votes of a majority of the shares then entitled to vote for
directors.
The LLC requested
that the Company’s stockholders vote at the 2020 Annual Meeting on a proposal to amend Section 2.02 of the By-Laws to provide
that a special meeting of stockholders shall be called promptly by certain officers of the Company upon the delivery of the written
request for such a meeting from stockholders owning one-fifth (20%) of the shares of the Company then issued and outstanding and
entitled to vote on matters to be submitted to stockholders at the meeting. Currently, in order to call a special meeting, stockholders
owning one-fourth (25%) of the shares of the Company then issued and outstanding must deliver a special meeting request.
Mr.
Bartels did not participate in the Stockholder Proposals.
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 2020 Annual Meeting. The foregoing summary of the Stockholder Proposals is qualified in its entirety by the full text
of the Stockholder Proposals, which is filed as Exhibit 17 to this Amendment and incorporated herein by reference.
CUSIP No. 784933103
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Page 7 of 11 Pages
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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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(c)
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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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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 17
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Written Request of Stockholders of SPAR Group, Inc. to Add Proposals to the 2020 Annual
Shareholders Meeting delivered on February 8, 2020.
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CUSIP No. 784933103
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Page 8 of 11 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: February
11, 2020
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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 9 of 11 Pages
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Exhibit 17
WRITTEN
request of Stockholders
of
sPAR Group, Inc.
TO
Add PROPOSALS TO THE 2020 ANNUAL SHAREHOLDERS MEETING
The undersigned record stockholders
(“Stockholders”) of SPAR Group, Inc., a Delaware corporation (the “Company”), hereby request
that the Company put to a shareholder vote the proposals below at the 2020 annual meeting of stockholders (“2020 Annual
Meeting”) in accordance with Rule 14a-8 under the Securities Exchange of 1934, as amended (“Rule 14a-8”),
or alternatively, in accordance with Section 2.11(b) of the Company’s Amended and Restated By-Laws (“By-Laws”).
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·
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A
proposal by SP/R Defined Benefit Pension Trust to replace Section 3.04 of the By-Laws
in its entirety with the following:
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Section 3.04. Vacancies
and Additional Directorships. If any vacancy or newly created directorship shall occur among the directors for any reason
(including death, retirement, resignation, removal, with or without cause, or as the result of an increase in the number of directors),
any such vacancy or newly created directorship may be filled by (i) a vote of the stockholders, or (ii) the directors then in
office, though less than a quorum, or by the sole remaining director.
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·
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A
proposal by Robert G. Brown to replace Section 2.07 of the By-Laws in its entirety with
the following:
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Section 2.07. Voting. Except
as otherwise provided by the Certificate or Applicable Law: (a) each stockholder shall be entitled to one vote for each share
of the Corporation’s stock entitled to vote on the matter registered in his name on the books of the Corporation on the
applicable record date, as determined in accordance with Section 8.01 of these By-Laws; and (b) at any meeting of stockholders
at which a quorum is present, (i) directors shall be chosen by a majority of the outstanding shares entitled to vote, (ii) directors
may be removed by the votes of a majority of the votes cast (iii) all other questions brought before the stockholders shall be
determined by a majority of the votes cast. For clarity, votes cast do not include abstentions, non-votes or inconclusive votes
(i.e., no box clearly checked, multiple boxes checked, and the like) respecting any candidate or matter. However, notwithstanding
anything in Section 2.07 to the contrary, if a Special Meeting is called under Section 2.02 by stockholders, then at that Special
Meeting a director shall be chosen by a majority of the votes cast at any such meeting of stockholders at which a quorum is present.
For purposes of the foregoing, two or more classes or series of stock shall be considered a single class if the holders thereof
are entitled to vote together as a single class at the meeting.
CUSIP No. 784933103
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Page 10 of 11 Pages
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·
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A
proposal by Innovative Global Technologies LLC. to replace Section 2.02 of the By-Laws
in its entirety with the following:
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Section 2.02. Special Meetings.
Special meetings of the stockholders for any proper purpose or purposes may be called at any time by the Board, the Chairman,
the Vice Chairman or the Chief Executive Officer to be held on such date and at such time and place (within or without the State
of Delaware) as the person or persons calling the meeting shall direct. A special meeting of the stockholders also may be called
by the Secretary or any Assistant Secretary at the direction of the Board, the Chairman, the Vice Chairman or the Chief Executive
Officer or the Secretary. A special meeting of the shareholders shall be called promptly by the Chairman, Vice Chairman, the Chief
Executive Officer or the Secretary whenever such Officer receives Physical Delivery of the written request for such a meeting
from stockholders owning one-fifth (20%) of the shares of the Corporation then issued and outstanding and entitled to vote on
matters to be submitted to stockholders at the meeting. Any such written request by the stockholders shall state a proper purpose
or purposes for the meeting, to which other purposes may be added by the Board, the Chairman, the Vice Chairman, or the Chief
Executive Officer (or by the Secretary or Assistant Secretary at the direction of any of them) in submitting notice of the special
meeting to the stockholders. At any special meeting, however called, only such business as is related to the purpose or purposes
set forth in the notice to stockholders may be transacted.
Under Section 2.11(b) of the By-Laws,
for a proposal to be properly brought before an Annual Meeting, a stockholder’s proposal must have been delivered to, or
received at, the principal executive offices of the Corporation not later than the 90th day prior to the first anniversary
of the preceding year’s Annual Meeting, to the Chairman, Vice Chairman, Chief Executive Officer or Secretary of the Company.
The Stockholders expect that the Company will bring these proposals to a vote of the stockholders at the 2020 Annual Meeting.
Each
Stockholder intends to continue to hold the requisite number of securities under Rule 14a-8 through the date of the 2020 Annual
Meeting.
[Signature page follows.]
CUSIP No. 784933103
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Page 11 of 11 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: February 6, 2020
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: February 6, 2020
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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: February 6, 2020
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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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Dated: February 6, 2020
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