Schedule 14A


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SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF

THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No.  )
Filed by the Registrant [  ]
Filed by a Party Other than the Registrant [x]
Check the Appropriate Box:
[X] Preliminary Proxy Statement

[  ] Confidential, for Use of the Commission Only (as permitted by

Rule 14a-6(e)(2))

[  ] Definitive Proxy Statement

[  ] Definitive Additional Materials

[  ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
SEVCON, INC.

(Name of registrant as specified in its charter)
MESON CAPITAL LP

MESON CONSTRUCTIVE CAPITAL LP

MESON CAPITAL PARTNERS LLC

RYAN MORRIS

BRYAN BOCHES

SHVETANK JAIN

ANTHONY L. POSAWATZ

 (Name of person(s) filing proxy statement, if other than the registrant)

Copies to:

Christopher P. Davis, Esq.

Kleinberg, Kaplan, Wolff & Cohen, P.C.

551 Fifth Avenue, New York, New York 10176

(212) 986-6000
Payment of Filing Fee (Check the Appropriate Box):
[X] No fee required.

[  ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed pursuant to

Exchange Act Rule 0-11 (set forth the amount on which the filing fee is

calculated and state how it is determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:
[  ] Fee paid previously with preliminary materials:

 

[

] Check box if any part of the fee is offset as provided by Exchange Act

Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.

(1) Amount Previously Paid:

(2) Form, Schedule or Registration Statement no.:

(3) Filing Party:

(4) Date Filed:

PRELIMINARY COPY SUBJECT TO COMPLETION DATED JANUARY 12, 2017
MESON CAPITAL PARTNERS LLC
January ____, 2017

Dear Fellow Stockholder:

 

Meson Capital Partners LLC together with the other participants in this solicitation (collectively, “Meson” or “we”), is one of the largest stockholders of Sevcon, Inc., a Delaware corporation (“Sevcon” or the “Company”), beneficially owning a total of 1,156,812 shares of Common Stock, $.10 par value per share, representing approximately 20.2% of the shares outstanding. Meson has owned shares of Sevcon continuously since March 2014. We are seeking your support for the election of up to four of our nominees at the 2017 annual meeting of the stockholders of the Company, to be held at the offices of Locke Lord LLP, 20th Floor, 111 Huntington Avenue at Prudential Center, Boston, Massachusetts, at 12:00 noon on Tuesday, February 7, 2017 (including any adjournments or postponements thereof and any meeting which may be called in lieu thereof, the “Annual Meeting”).
As a long term stockholder (i) owning approximately a fifth of Sevcon’s shares and (ii) who have had a representative actively serving on the Company’s Board of Directors (the “Board”) since 2013, we strongly believe the Company is uniquely positioned to benefit from the global shift towards electrification of mobility and automobiles as these market grows exponentially. There is a window of opportunity for the Company to capture market share that we believe will close within two years if not approached thoughtfully and decisively. There are numerous challenges to overcome and actions to take that will require experience, intelligence, and energy applied by the Board and the executive team. Yet this Board, as currently composed, in our opinion either fails or refuses to see or embrace the need for change and progress that is necessary to take advantage of the Company’s unique position.
We have repeatedly tried to impress our concerns on the Board and work collaboratively towards a solution that would have avoided the need for a costly proxy contest. Regrettably, our repeated attempts to propel the Board and management towards embracing this historic opportunity have been met with costly entrenchment tactics including eleventh-hour attempts to change Sevcon’s nomination and governance rules in ways that will insure the status quo for at least another year. We own over three times more shares than all other Board members combined and are thus highly aligned with shareholders. The Board has taken what we believe to be aggressive tactics and it is our opinion that such tactics will stonewall dialog and entrench the status quo, distracting shareholders from the opportunity at hand.  Management must be held accountable by a Board that knows what success looks like and if there is repeated failure to achieve performance targets, new executives must be recruited. Accordingly, we have little choice but to reconstitute this Board with representatives who are committed to taking the steps necessary to maximize value for stockholders.
The Company is currently divided into two classes with the terms of five directors set to expire at the Annual Meeting. That is precisely the system the Board itself asked you, the shareholders, to approve at the 2015 annual meeting, which you did. Now—suddenly and only after Meson properly and lawfully submitted a slate of highly qualified  nominees on December 19, 2016—the Board is asking stockholders to approve an inconsistent amendment to the Company’s charter such that, if passed, all directors would be up for election at the Annual Meeting. We are seeking your support to elect up to four of our nominees—three highly qualified new directors and one incumbent in the event the amendment is approved—at the Annual Meeting. Our interests are fully aligned with the interests of all stockholders—to maximize value for all. We are not seeking control of the Board. If our Nominees are elected we could not control the Board absence the resignation of the other members of the Board, and any claim to the contrary would be entirely false and misleading. Our interests are fully aligned with the interests of all stockholders – to maximize value for all.
We urge you to consider carefully the information contained in the attached proxy statement and then support our efforts by signing, dating and returning the enclosed GOLD proxy card today. The attached proxy statement and the enclosed GOLD proxy card are first being furnished to the stockholders on or about January __, 2017.

If you have already submitted a different color proxy card in relation to the Annual Meeting, you have every right to revoke or change the voting instructions set out therein by signing, dating and returning a later dated GOLD proxy card or by voting in person at the Annual Meeting. We urge you to do so immediately, as there is little time before the Annual Meeting.

If you have any questions or require any assistance with your vote, please contact InvestorCom, which is assisting us, at its address and toll-free number listed on the following page.

Thank you for your support.

Meson Capital Partners LLC


Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting

 

The attached Proxy Statement and GOLD proxy card are available at:

 

_______________________

 

 

 

 

 

 

 

YOUR VOTE IS IMPORTANT,

NO MATTER HOW MANY OR HOW FEW SHARES YOU OWN!
If you have any questions or need assistance voting the GOLD proxy card,

please call the firm assisting us:
65 Locust Avenue, Suite 302

New Canaan, CT  06840

Shareholders call toll free at (877) 972-0090

Banks and Brokers call collect at (203) 972-9300

proxy@investor-com.com

 


 

PRELIMINARY COPY SUBJECT TO COMPLETION DATED JANUARY 12, 2017

---------------------------

ANNUAL MEETING OF STOCKHOLDERS
OF
SEVCON, INC.

---------------------------

PROXY STATEMENT

OF

MESON CAPITAL PARTNERS LLC

---------------------------

PLEASE SIGN, DATE AND MAIL THE ENCLOSED GOLD PROXY CARD TODAY
Meson Capital Partners LLC together with the other participants in this solicitation (collectively, “Meson” or “we”), is one of the largest stockholders of Sevcon, Inc., a Delaware corporation (“Sevcon” or the “Company”), beneficially owning a total of 1,156,812 shares of Common Stock, par value $.10 per share (the “Common Stock”), representing approximately 20.2% of the shares outstanding. Meson has owned shares of Sevcon continuously since March 2014. We are writing to you because we believe that the Company is at a significant crossroads and have serious doubts that the Board of Directors (the “Board”) as currently constituted can fully exploit the opportunities that will be available to the Company in both the short- and long-term. We have nominated highly-qualified, capable and committed individuals who have the relevant skill sets we believe are key to best position the Company to maximize value for stockholders in the coming years. We are seeking your support and your vote at the 2017 annual meeting of the stockholders of the Company, to be held at the offices of Locke Lord LLP, 20th Floor, 111 Huntington Avenue at Prudential Center, Boston, Massachusetts, at 12:00 noon on Tuesday, February 7, 2017 (including any adjournments or postponements thereof and any meeting which may be called in lieu thereof, the “Annual Meeting”) for the following:



 

1.

to adopt an amendment to Sevcon’s Amended and Restated Certificate of Incorporation to immediately declassify the Board so that all directors would be elected annually for one-year terms;



 

2.

if Proposal 1 is approved, to elect four director nominees, Bryan Boches, Shvetank Jain, Anthony L. Posawatz (Tony) and Ryan J. Morris (each a “Nominee” and, collectively, the “Nominees”), each to hold office for a term of one year;



 

3.

if Proposal 1 is not approved, to elect Bryan Boches, Shvetank Jain and Anthony L. Posawatz (Tony), (each a “Nominee” and, collectively, the “Nominees”) each to hold office for a term of one year;



 

4.

to ratify, by an advisory vote, the selection of RSM US LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2017;



 

5.

to approve, by an advisory vote, the fiscal 2016 compensation of the Company’s executive officers;



 

6.

to indicate, by an advisory vote, the frequency with which the stockholders should vote to approve the compensation of the Company’s executive officers; and



 

7.

to transact such other business as may properly come before the Annual Meeting.:

Meson is composed of Meson Capital LP, a New York limited partnership (“MC”), Meson Constructive Capital LP, a Delaware limited partnership (“MCC”), Meson Capital Partners LLC, a Delaware limited liability company (“MCP”), and the Nominees.
This Proxy Statement and the enclosed GOLD proxy card are first being furnished to stockholders on or about January [   ], 2017.

As of the date hereof, Meson collectively owns an aggregate of 1,156,812 shares of Common Stock. We intend to vote such shares of Common Stock FOR the election of our Nominees, FOR the individuals who have been nominated by the Company other than Matthew Goldfarb, William J. Ketelhut, Marvin G. Schorr and David R. A. Steadman if Proposal 1 is approved, FOR the individuals who have been nominated by the Company other than Matthew Goldfarb, William J. Ketelhut and Paul O. Stump, if Proposal 1 it not approved.   ABSTAIN from voting on the amendment to the Company’s Amended and Restated Certificate of Incorporation to immediately declassify the Board so that all directors would be elected annually for one-year terms, FOR the ratification, by an advisory vote, of the appointment of RSM US LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2017, AGAINST the approval, by an advisory vote, the fiscal 2016 compensation of the Company’s executive officers, to indicate, by an advisory vote, that the Company should ask the stockholders to vote on the compensation of the Company’s executive officers EACH YEAR and in the discretion of the persons named as proxies on all other matters as may properly come before the Annual Meeting, as described herein.

The number of nominees for which we are seeking your support will differ depending on whether Proposal 1 is approved or not. According to the Company’s proxy statement for the Annual Meeting, the Board is currently composed of eight directors. If Proposal 1 is approved, the Board will be immediately declassified, and the terms of all eight directors will expire at the Annual Meeting. If Proposal 1 is not approved, three of the Company’s eight current directors, Glenn J. Angiolillo, Ryan J. Morris, and David R. A. Steadman will not be subject to election at the Annual Meeting, and will continue to serve as directors until the 2018 annual meeting of stockholders. The terms of the remaining five of the Company’s eight current directors would expire at the Annual Meeting. We are not seeking control of the Board. If our Nominees are elected we could not control the Board absence the resignation of the other members of the Board, and any claim to the contrary would be entirely false and misleading.
If Proposal 1 is approved:
In the event Proposal 1 is approved, we are seeking your support to elect four of our nominees—three highly qualified new directors and one incumbent—at the Annual Meeting. Your vote to elect the Nominees will have the legal effect of replacing three incumbent directors with the Nominees. In the event that some of the Nominees are elected, there can be no assurance that the Company nominee(s) who get the most votes and are elected to the Board will choose to serve as on the Board with the Nominees who are elected. In the event Proposal 1 is approved, stockholders who return the GOLD proxy card will only be able to vote for our Nominees and will not have the opportunity to vote for the four other seats up for election at the Annual Meeting.
If Proposal 1 is not approved:
In the event Proposal 1 is not approved, we are seeking your support at the Annual Meeting to elect our three Nominees other than Ryan J. Morris, in opposition to three of the Company’s director nominees, Matthew Goldfarb, William J. Ketelhut and Paul O. Stump. This gives shareholders who wish to vote for our Nominees the ability to vote for all five directorships up for election. The names, backgrounds and qualifications of the Company’s nominees, and other information about them, can be found in the Company’s proxy statement. There is no assurance that any of the Company’s nominees will serve as directors if our Nominees are elected.
The Board has fixed December 9, 2016 as the record date for determining holders of Common Stock who are entitled to vote at the Annual Meeting (the “Record Date”). According to the Company, as of the Record Date the Company the Company had outstanding 5,341,993 shares of Common Stock and entitled to be voted. Each share of Common Stock entitles the record holder to one vote on each matter to be voted upon at the Annual Meeting. The mailing address of the principal executive offices of the Company is 155 Northboro Road, Southborough, MA 01772. Stockholders of record at the close of business on the Record Date will be entitled to vote at the Annual Meeting.
THIS SOLICITATION IS BEING MADE BY MESON AND NOT ON BEHALF OF THE BOARD OF DIRECTORS OR MANAGEMENT OF THE COMPANY. WE ARE NOT AWARE OF ANY OTHER MATTERS TO BE BROUGHT BEFORE THE ANNUAL MEETING OTHER THAN AS SET FORTH IN THIS PROXY STATEMENT. SHOULD OTHER MATTERS, WHICH WE ARE NOT AWARE OF A REASONABLE TIME BEFORE THIS SOLICITATION, BE BROUGHT BEFORE THE ANNUAL MEETING, THE PERSONS NAMED AS PROXIES IN THE ENCLOSED GOLD PROXY CARD WILL VOTE ON SUCH MATTERS IN THEIR DISCRETION.
MESON URGES YOU TO SIGN, DATE AND RETURN THE GOLD PROXY CARD IN FAVOR OF THE ELECTION OF OUR NOMINEES.
IF YOU HAVE ALREADY SENT A PROXY CARD FURNISHED BY COMPANY MANAGEMENT OR THE BOARD, YOU MAY REVOKE THAT PROXY AND VOTE ON EACH OF THE PROPOSALS DESCRIBED IN THIS PROXY STATEMENT BY SIGNING, DATING AND RETURNING THE ENCLOSED GOLD PROXY CARD. WE STRONGLY URGE YOU TO DO SO WITHOUT DELAY BECAUSE THERE IS LITTLE TIME BEFORE THE ANNUAL MEETING. THE LATEST DATED PROXY IS THE ONLY ONE THAT COUNTS. ANY PROXY MAY BE REVOKED AT ANY TIME PRIOR TO THE ANNUAL MEETING BY DELIVERING A WRITTEN NOTICE OF REVOCATION OR A LATER DATED PROXY FOR THE ANNUAL MEETING OR BY VOTING IN PERSON AT THE ANNUAL MEETING.
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