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
Novatel Wireless, Inc.
(Name of Issuer)
Common Stock, $0.001 par value per share
(Title of Class of Securities)
66987M604
(CUSIP Number)
TIMOTHY MAGUIRE
MAGUIRE ASSET MANAGEMENT, LLC
1810 Ocean Way
Laguna Beach, California 92651
(610) 517-6058
(Name, Address and Telephone Number of PersonAuthorized to Receive Notices and Communications)
June 19, 2015
(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).
CUSIP NO. 66987M604
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1
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NAME OF REPORTING PERSON
MAGUIRE FINANCIAL, LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o
(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
WC
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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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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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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
3,252,229*
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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
3,252,229*
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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
3,252,229*
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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)
6.5%
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14
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TYPE OF REPORTING PERSON
PN
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*
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Includes an aggregate of 503,400 Shares underlying call options exercisable within 60 days of the date hereof.
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2
CUSIP NO. 66987M604
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1
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NAME OF REPORTING PERSON
TIMOTHY MAGUIRE FOUNDATION
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o
(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
WC
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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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¨
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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
141,714
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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
141,714
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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
141,714
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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)
Less than 1%
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14
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TYPE OF REPORTING PERSON
OO
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3
CUSIP NO. 66987M604
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1
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NAME OF REPORTING PERSON
MAGUIRE ASSET MANAGEMENT, 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) o
(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
AF
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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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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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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
3,252,229*
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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
3,252,229*
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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
3,252,229*
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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)
6.4%
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14
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TYPE OF REPORTING PERSON
OO
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*
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Includes an aggregate of 503,400 Shares underlying call options exercisable within 60 days of the date hereof.
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4
CUSIP NO. 66987M604
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1
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NAME OF REPORTING PERSON
TIMOTHY MAGUIRE
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o
(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
AF
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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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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
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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
3,393,943*
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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
3,393,943*
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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
3,393,943*
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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)
6.7%
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14
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TYPE OF REPORTING PERSON
IN
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*
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Includes an aggregate of 503,400 Shares underlying call options exercisable within 60 days of the date hereof.
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5
CUSIP NO. 66987M604
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.
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Item 3.
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Source and Amount of Funds or Other Consideration.
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Item 3 is hereby amended and restated to read as follows:
The Shares purchased by the Fund 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 2,748,829 Shares beneficially owned by the Fund (excluding call options) is approximately $7,390,777, including brokerage commissions.
The aggregate purchase price of certain call options exercisable into 503,400 Shares beneficially owned by the Fund is approximately $683,366, including brokerage commissions.
The Shares purchased by the Foundation 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 141,714 Shares beneficially owned by the Fund is approximately $272,899, including brokerage commissions.
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Item 4.
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Purpose of Transaction.
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Item 4 is hereby amended to add the following:
Based on the Reporting Persons’ recent conversations with management of the Issuer, the Reporting Persons are extremely confident that the Issuer can achieve sustained growth and profitability for the foreseeable future. In addition, the Reporting Persons believe the Issuer’s stock presents a compelling value at these levels.
In addition, on June 22, 2015, the Reporting Persons sent a letter to the Issuer’s Chief Executive Officer, Alex Mashinsky, with a copy to Chair of the Board Sue Swenson and directors Philip Falcone and Robert Pons, regarding the Issuer’s tremendous opportunity to benefit from the growth potential that exists in the IoT market. The full text of the letter is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
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Item 5.
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Interest in Securities of the Issuer.
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Items 5(a)-(c) are hereby amended and restated to read as follows:
(a) The aggregate percentage of Shares reported owned by each Reporting Person is based upon 50,126,853 Shares outstanding as of May 4, 2015, 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 May 11, 2015.
As of the close of business on June 22, 2015, the Fund beneficially owned 3,252,229 Shares, including 503,400 Shares underlying the call options referenced in Item 6, constituting approximately 6.4% of the outstanding Shares. Maguire Asset Management, as the general partner of the Fund, and Mr. Maguire, as the managing member of Maguire Asset Management, may be deemed to beneficially own the Shares beneficially owned by the Fund.
As of the close of business on June 22, 2015, the Foundation beneficially owned 141,714 Shares, constituting less than 1% of the outstanding Shares. Mr. Maguire, as the president of the Foundation, may be deemed to beneficially own the Shares beneficially owned by the Foundation.
6
CUSIP NO. 66987M604
Each Reporting Person disclaims beneficial ownership with respect to any Shares other than the Shares owned directly by such Reporting Person.
(b) Maguire Asset Management, the Fund, and Mr. Maguire have the sole power to vote or direct the vote of and to dispose or direct the disposition of the Shares reported owned by the Fund.
The Foundation and Mr. Maguire have the sole power to vote or direct the vote of and to dispose or direct the disposition of the Shares reported owned by the Foundation.
(c) The transactions in the Shares on behalf of the Fund and the Foundation during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
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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 is hereby amended to add the following:
The Fund has purchased in the open market call options referencing an aggregate of 503,400 Shares, which have an exercise price of $4.00 per Share and expire on December 18, 2015.
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Item 7.
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Material to be Filed as Exhibits.
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Item 7 is hereby amended to add the following exhibit:
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99.1
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Letter to the Chief Executive Officer
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7
CUSIP NO. 66987M604
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: June 23, 2015
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/s/ Timothy Maguire
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TIMOTHY MAGUIRE
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MAGUIRE ASSET MANAGEMENT, LLC
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By:
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/s/ Timothy Maguire
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Name:
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Timothy Maguire
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Title:
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Managing Member
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MAGUIRE FINANCIAL, LP
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By:
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Maguire Asset Management, LLC,
its general partner
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By:
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/s/ Timothy Maguire
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Name:
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Timothy Maguire
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Title:
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Managing Member
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TIMOTHY MAGUIRE FOUNDATION
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By:
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/s/ Timothy Maguire
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Name:
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Timothy Maguire
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Title:
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President
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8
CUSIP NO. 66987M604
SCHEDULE A
Transactions in the Shares During the Past 60 Days
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Nature of the Transaction
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Securities
Purchased/(Sold)
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Price Per
Share($)
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Date of
Purchase / Sale
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MAGUIRE FINANCIAL, LP
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Sale of Common Stock
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(10,000)
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4.6385
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05/12/2015
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Purchase of Call Option
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500,000 (1)
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5.3412
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05/13/2015
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Sale of Put Option
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(100,000) (2)
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4.6257
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05/14/2015
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Sale of Put Option
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(300,000) (3)
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3.8500
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06/02/2015
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Purchase of Call Option
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3,400 (4)
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4.8000
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06/04/2015
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Purchase of Common Stock
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14,400 (5)
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5.0000
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06/18/2015
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Purchase of Common Stock
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85,600 (5)
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5.0000
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06/19/2015
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Purchase of Common Stock
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300,000 (5)
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4.0000
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06/19/2015
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_______________
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1
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Represents shares underlying American-style call options purchased in the open market, which have a strike price of $4.00 per Share. These call options expire on December 18, 2015.
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2
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Represents shares underlying American-style put options sold in the open market, which had a strike price of $5.00 per Share. These put options expired on June 19, 2015.
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3
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Represents shares underlying American-style put options sold in the open market, which had a strike price of $4.00 per Share. These put options expired on June 19, 2015.
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4
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Represents shares underlying American-style call options purchased in the open market, which have a strike price of $5.00 per Share. These call options expire on December 18, 2015.
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5
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Represents shares purchased in connection with the exercise of certain put options by counterparties.
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Exhibit 99.1
Dear Alex,
Thank you for taking the time to meet with me in New York on Wednesday, June 17th. As I mentioned, Maguire Asset Management recently purchased an additional 934,000 shares which brings our total holdings in Novatel to 3,393,943 shares. We increased our position because we believe the Company has a tremendous opportunity to benefit from the growth potential that exists in the IoT market. We also believe the Company continues to be significantly undervalued compared to its peers.
I appreciate you taking the time to answer my questions regarding the status of instituting a disciplined sales and marketing process. It sounds like John Carney has made some outstanding new hires and has created a detailed plan to implement a sales process based on hiring, training and retaining great people, developing best in class products and following a clearly defined structured process that will drive consistent sales growth. As I mentioned to you, I see this structured sales process as the fuel that will drive the Novatel engine. I encourage you or John Carney to share a little bit about this process on your next quarterly conference call. It’s great to see that you are hiring exceptional business leaders like John Carney that have a track record of success and a loyal following of talented professionals.
Thanks for giving me an update on the state of Novatel and sharing your thoughts about the synergies that exist between Novatel, FW and DigiCore - it sounds like they are immense. Specifically, I was encouraged to hear that you will have the only complete solution for the global transportation industry. Independent research predicts the fleet management market will grow to $35 billion by 2019 and Novatel is now positioned to be the leader in this explosive market. It is commendable that you have added a plethora of new high margin growth opportunities via FW, DigiCore and MIFI Labs all in less than one year.
It’s nice to know that we share the same belief that Novatel now has the people and products necessary to deliver consistent earnings per share growth and double digit sales growth for the foreseeable future. It’s reassuring that you intend to focus on integrating the recent acquisitions and delivering sales and earnings growth before making another acquisition.
We sincerely appreciate your commitment to generating shareholder value.
Sincerely,
/s/ Timothy Maguire
Timothy Maguire
Maguire Asset Management, LLC
tm@maguirefinancial.com
610-517-6058