The following constitutes Amendment No. 3 to the Schedule 13D filed by the undersigned (“Amendment No. 3”). This Amendment No. 3 amends and restates the Schedule 13D in its entirety.
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Item 1.
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Security and Issuer.
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This statement relates to the common stock, par value $0.001 per share (the “Shares”), of NTS, Inc. (the “Issuer”). The address of the principal executive offices of the Issuer is 5307 W. Loop 289, Lubbock, Texas 79414.
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Item 2.
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Identity and Background.
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(a) This statement is filed by:
(i) Lone Star Value Investors, LP, a Delaware limited partnership (“Lone Star Value Investors”);
(ii) Lone Star Value Investors GP, LLC, a Delaware limited liability company (“Lone Star Value GP”), which serves as the general partner of Lone Star Value Investors;
(iii) Lone Star Value Management, LLC, a Connecticut limited liability company (“Lone Star Value Management”), which serves as the investment manager of Lone Star Value Investors; and
(iv) Jeffrey E. Eberwein, who serves as the manager of Lone Star Value GP and sole member of Lone Star Value Management.
Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons” or “Lone Star Value.” Each of the Reporting Persons is party to that certain Joint Filing Agreement, as further described in Item 6 and filed as an exhibit to the initial statement on Schedule 13D filed by the Reporting Persons on October 24, 2012 (the “Schedule 13D”). Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.
(b) The address of the principal office of each of the Reporting Persons is 53 Forest Avenue, 1
st
Floor, Old Greenwich, Connecticut 06870.
(c) The principal business of Lone Star Value Investors is investing in securities. The principal business of Lone Star Value GP is serving as the general partner of Lone Star Value Investors. The principal business of Lone Star Value Management is serving as the investment manager of Lone Star Value Investors. The principal occupation of Mr. Eberwein is serving as the manager of Lone Star Value GP and the sole member of Lone Star Value Management.
(d) No Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) No Reporting Person has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) Mr. Eberwein is a citizen of the United States of America.
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Item 3.
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Source and Amount of Funds or Other Consideration
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The Shares purchased by Lone Star Value Investors 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 2,811,960 Shares beneficially owned by Lone Star Value Investors is approximately $2,828,842, excluding brokerage commissions.
The options exercisable into 50,000 Shares owned by Mr. Eberwein were granted to Mr. Eberwein by the Issuer in his capacity as a director of the Issuer.
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Item 4.
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Purpose of Transaction.
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Lone Star Value purchased the Shares based on its belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.
No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer’s financial position and investment strategy, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, continuing to engage in communications with management and the Board of Directors of the Issuer, engaging in discussions with stockholders of the Issuer and others about the Issuer and the Reporting Persons’ investment, making recommendations or proposals to the Issuer concerning changes to the capitalization, ownership structure, board structure (including board composition) or operations of the Issuer, purchasing additional Shares, selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares, or changing their intention with respect to any and all matters referred to in Item 4.
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Item 5.
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Interest in Securities of the Issuer.
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The aggregate percentage of Shares reported owned by each person named herein is based upon 41,463,879 Shares outstanding, which is the total number of Shares reported outstanding as of August 13, 2013 in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on August 14, 2013.
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A.
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Lone Star Value Investors
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(a)
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As of the close of business on the date hereof, Lone Star Value Investors beneficially owned 2,811,960 Shares.
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Percentage: Approximately 6.8%
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(b)
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1. Sole power to vote or direct vote: 2,811,960
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2. Shared power to vote or direct vote: 0
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3. Sole power to dispose or direct the disposition: 2,811,960
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4. Shared power to dispose or direct the disposition: 0
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(c)
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The transactions in the Shares by Lone Star Value Investors during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
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(a)
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Lone Star Value GP, as the general partner of Lone Star Value Investors, may be deemed the beneficial owner of the 2,811,960 Shares owned by Lone Star Value Investors.
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Percentage: Approximately 6.8%
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(b)
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1. Sole power to vote or direct vote: 2,811,960
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2. Shared power to vote or direct vote: 0
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3. Sole power to dispose or direct the disposition: 2,811,960
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4. Shared power to dispose or direct the disposition: 0
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(c)
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Lone Star Value GP has not entered into any transactions in the Shares during the past 60 days. The transactions in the Shares on behalf of Lone Star Value Investors during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
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C.
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Lone Star Value Management
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(a)
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Lone Star Value Management, as the investment manager of Lone Star Value Investors, may be deemed the beneficial owner of the 2,811,960 Shares owned by Lone Star Value Investors.
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Percentage: Approximately 6.8%
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(b)
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1. Sole power to vote or direct vote: 2,811,960
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2. Shared power to vote or direct vote: 0
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3. Sole power to dispose or direct the disposition: 2,811,960
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4. Shared power to dispose or direct the disposition: 0
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(c)
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Lone Star Value Management has not entered into any transactions in the Shares during the past 60 days. The transactions in the Shares on behalf of Lone Star Value Investors during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
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(a)
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Mr. Eberwein, as the manager of Lone Star Value GP and sole member of Lone Star Value Management, may also be deemed the beneficial owner of the 2,811,960 Shares owned by Lone Star Value Investors. In addition, Mr. Eberwein owns options exercisable into 50,000 Shares within 60 days hereof.
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Percentage: Approximately 6.9%
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(b)
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1. Sole power to vote or direct vote: 2,861,960
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2. Shared power to vote or direct vote: 0
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3. Sole power to dispose or direct the disposition: 2,861,960
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4. Shared power to dispose or direct the disposition: 0
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(c)
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The transactions in the Shares by Mr. Eberwein during the past 60 days are set forth in Schedule A and are incorporated herein by reference. The transactions in the Shares on behalf of Lone Star Value Investors during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
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An aggregate of 2,861,960 Shares, constituting approximately 6.9% of the Shares outstanding, are reported in this Schedule 13D.
The Reporting Persons, as members of a “group” for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Person. Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.
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(d)
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No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.
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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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The Reporting Persons previously entered into a Joint Filing Agreement on October 23, 2012, in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to securities of the Issuer, to the extent required by applicable law. A copy of this agreement was filed as an exhibit to the Schedule 13D and is incorporated herein by reference.
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Item 7.
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Material to be Filed as Exhibits
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99.1
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Joint Filing Agreement by and among Lone Star Value Investors, LP, Lone Star Value GP, LLC, Lone Star Value Management, LLC and Jeffrey E. Eberwein, dated October 23, 2012 (previously filed as an exhibit to the Schedule 13D).
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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: October 28, 2013
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Lone Star Value Investors, LP
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By:
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Lone Star Value Investors GP, LLC
General Partner
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By:
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/s/ Jeffrey E. Eberwein
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Name:
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Jeffrey E. Eberwein
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Title:
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Manager
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Lone Star Value Investors GP, LLC
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By:
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/s/ Jeffrey E. Eberwein
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Name:
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Jeffrey E. Eberwein
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Title:
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Manager
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Lone Star Value Management, LLC
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By:
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/s/ Jeffrey E. Eberwein
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Name:
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Jeffrey E. Eberwein
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Title:
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Sole Member
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/s/ Jeffrey E. Eberwein
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Jeffrey E. Eberwein
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SCHEDULE A
Transactions in the Shares During the Past Sixty Days
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Shares of Common Stock
Purchased/(Sold)
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Price Per
Share($)
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Date of
Purchase / Sale
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JEFFREY E. EBERWEIN
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(2,811,960)
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--
1
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09/30/2013
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LONE STAR VALUE INVESTORS, LP
1
Shares were transferred to Lone Star Value Investors, LP, an affiliate of Mr. Eberwein, in an exempt transaction.
2
Shares were acquired from Mr. Eberwein, an affiliate of Lone Star Value Investors, LP, in an exempt transaction.