SEC Form SC 13D filed by AutoWeb, Inc.

 

 

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.     )*

 

 

AutoWeb, Inc.

(Name of Issuer)

Common Stock, $0.001 par value per share

(Title of Class of Securities)

05335B100

(CUSIP Number)

Global Value Investment Corp.

1433 N. Water Street, Suite 549

Milwaukee, WI 53202

(262) 478-0640

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

May 13, 2021

(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.

 

 

 

*	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. 05335B100		13D		Page 2 of 11

 

(1)		NAMES OF REPORTING PERSONS     Global Value Investment Corp.
(2)		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)   (a)  ☐        (b)  ☐
(3)		SEC USE ONLY
(4)		SOURCE OF FUNDS (see instructions)     WC, OO
(5)		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)     ☐
(6)		CITIZENSHIP OR PLACE OF ORGANIZATION     Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				(7)		SOLE VOTING POWER     0 shares
				(8)		SHARED VOTING POWER     712,435 shares
				(9)		SOLE DISPOSITIVE POWER     0 shares
				(10)		SHARED DISPOSITIVE POWER     712,435 shares

(11)		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     712,435 shares
(12)		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)     ☐
(13)		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)     5.29%*
(14)		TYPE OF REPORTING PERSON (see instructions)     IA

 

*	Percentage calculated based on 13,465,871 shares of common stock, par value $0.001 per share, outstanding as of May 3, 2021, as reported in the Form 10-Q for the fiscal quarter ended March 31, 2021, of AutoWeb, Inc.

 

Page 2 of 11

CUSIP No. 05335B100		13D		Page 3 of 11

 

(1)		NAMES OF REPORTING PERSONS     Jeffrey R. Geygan
(2)		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)   (a)  ☐        (b)  ☐
(3)		SEC USE ONLY
(4)		SOURCE OF FUNDS (see instructions)     PF
(5)		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)     ☐
(6)		CITIZENSHIP OR PLACE OF ORGANIZATION     United States of America

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				(7)		SOLE VOTING POWER     0 shares
				(8)		SHARED VOTING POWER     712,435 shares
				(9)		SOLE DISPOSITIVE POWER     0 shares
				(10)		SHARED DISPOSITIVE POWER     712,435 shares

(11)		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     712,435 shares
(12)		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)     ☐
(13)		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)     5.29%*
(14)		TYPE OF REPORTING PERSON (see instructions)     IN

 

*	Percentage calculated based on 13,465,871 shares of common stock, par value $0.001 per share, outstanding as of May 3, 2021, as reported in the Form 10-Q for the fiscal quarter ended March 31, 2021, of AutoWeb, Inc.

 

Page 3 of 11

CUSIP No. 05335B100		13D		Page 4 of 11

 

(1)		NAMES OF REPORTING PERSONS     James P. Geygan
(2)		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)   (a)  ☐        (b)  ☐
(3)		SEC USE ONLY
(4)		SOURCE OF FUNDS (see instructions)     PF
(5)		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)     ☐
(6)		CITIZENSHIP OR PLACE OF ORGANIZATION     United States of America

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				(7)		SOLE VOTING POWER     0 shares
				(8)		SHARED VOTING POWER     712,435 shares
				(9)		SOLE DISPOSITIVE POWER     0 shares
				(10)		SHARED DISPOSITIVE POWER     712,435 shares

(11)		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     712,435 shares
(12)		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)     ☐
(13)		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)     5.29%*
(14)		TYPE OF REPORTING PERSON (see instructions)     IN

 

*	Percentage calculated based on 13,465,871 shares of common stock, par value $0.001 per share, outstanding as of May 3, 2021, as reported in the Form 10-Q for the fiscal quarter ended March 31, 2021, of AutoWeb, Inc.

 

Page 4 of 11

CUSIP No. 05335B100		13D		Page 5 of 11

 

(1)		NAMES OF REPORTING PERSONS     Stacy A. Wilke
(2)		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)   (a)  ☐        (b)  ☐
(3)		SEC USE ONLY
(4)		SOURCE OF FUNDS (see instructions)     PF
(5)		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)     ☐
(6)		CITIZENSHIP OR PLACE OF ORGANIZATION     United States of America

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				(7)		SOLE VOTING POWER     0 shares
				(8)		SHARED VOTING POWER     1,840 shares
				(9)		SOLE DISPOSITIVE POWER     0 shares
				(10)		SHARED DISPOSITIVE POWER     1,840 shares

(11)		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     1,840 shares
(12)		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)     ☐
(13)		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)     Less than 1%*
(14)		TYPE OF REPORTING PERSON (see instructions)     IN

 

*	Percentage calculated based on 13,465,871 shares of common stock, par value $0.001 per share, outstanding as of May 3, 2021, as reported in the Form 10-Q for the fiscal quarter ended March 31, 2021, of AutoWeb, Inc.

 

Page 5 of 11

CUSIP No. 05335B100		13D		Page 6 of 11

 

(1)		NAMES OF REPORTING PERSONS     Kathleen M. Geygan
(2)		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)   (a)  ☐        (b)  ☐
(3)		SEC USE ONLY
(4)		SOURCE OF FUNDS (see instructions)     PF
(5)		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)     ☐
(6)		CITIZENSHIP OR PLACE OF ORGANIZATION     United States of America

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				(7)		SOLE VOTING POWER     0 shares
				(8)		SHARED VOTING POWER     4,430 shares
				(9)		SOLE DISPOSITIVE POWER     0 shares
				(10)		SHARED DISPOSITIVE POWER     4,430 shares

(11)		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     4,430 shares
(12)		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)     ☐
(13)		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)     Less than 1%*
(14)		TYPE OF REPORTING PERSON (see instructions)     IN

 

*	Percentage calculated based on 13,465,871 shares of common stock, par value $0.001 per share, outstanding as of May 3, 2021, as reported in the Form 10-Q for the fiscal quarter ended March 31, 2021, of AutoWeb, Inc.

 

Page 6 of 11

Item 1.

Security and Issuer.

The securities to which this statement on Schedule 13D (this “Statement”) relates are the common stock, par value $0.001 per share (the “Common Stock”), of AutoWeb, Inc., a Delaware corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 400 North Ashley Drive, Suite 300, Tampa, Florida 33602.

 

Item 2.

Identity and Background.

 

(a)

Name

This Statement is filed by:

 

(i)

Global Value Investment Corp., a Delaware corporation (“GVIC”);

 

(ii)

Jeffrey R. Geygan, who serves as the chief executive officer and a director of GVIC;

 

(iii)

James P. Geygan, who serves as the chief operating officer of GVIC;

 

(iv)

Stacy A. Wilke, who serves as the chief financial officer of GVIC; and

 

(v)

Kathleen M. Geygan, who serves as a director of GVIC.

GVIC, Jeffrey R. Geygan, James P. Geygan, Stacy A. Wilke, and Kathleen M. Geygan are referred to collectively as the “Reporting Persons.”

GVIC serves as investment adviser to managed accounts (collectively, the “Accounts”), and may be deemed to have beneficial ownership over the Common Stock held for the Accounts.

Mr. Jeffrey Geygan, Mr. James Geygan, Ms. Wilke and Ms. Geygan each own shares of Common Stock in their individual capacities. These shares may be deemed to be indirectly beneficial owned by GVIC.

Mr. Jeffrey Geygan and Ms. Geygan are the directors of GVIC. Mr. Jeffrey Geygan, Mr. James Geygan and Ms. Wilke are the executive officers of GVIC. As a result of his ownership interest in GVIC, Mr. Jeffrey Geygan is the controlling person of GVIC.

 

(b)

Residence of Business Address

The address of the principal business and principal office of each of the Reporting Persons is 1433 N. Water Street, Suite 549, Milwaukee, WI 53202.

 

(c)

Present Principal Occupation or Employment and the Name, Principal Business and Address of any Corporation or Other Organization in Which Such Employment Is Conducted

The principal business of GVIC is acting as an investment manager.

The principal occupation of Jeffrey R. Geygan is acting as the chief executive officer of GVIC.

The principal occupation of James P. Geygan is acting as the chief operating officer of GVIC.

The principal occupation of Stacy A. Wilke is acting as the chief financial officer of GVIC.

The principal occupation of Kathleen M. Geygan is acting as a director of GVIC.

 

(d)

Criminal Convictions

During the past five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

 

Page 7 of 11

(e)

Civil Proceedings

During the past five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding such person 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)

Citizenship

Jeffrey R. Geygan, James P. Geygan, Stacy A. Wilke, and Kathleen M. Geygan are citizens of the United States of America. GVIC is a Delaware corporation.

 

Item 3.

Source and Amount of Funds or Other Consideration.

All of the shares of Common Stock to which this Statement relates were purchased on behalf of the Reporting Persons using the investment capital of the Reporting Persons. Such shares of Common Stock are or may be held from time to time in margin accounts established with their respective brokers or banks, and a portion of the purchase price for the Common Stock may have been obtained through margin borrowing. Common Stock positions held in margin accounts may be pledged as collateral security for the repayment of debit balances in the margin accounts. The aggregate purchase price of the 712,435 shares of Common Stock acquired was approximately $2,382,884.66 (excluding commissions).

 

Item 4.

Purpose of Transaction.

The Reporting Persons purchased the shares of Common Stock for investment purposes, and such purchases have been made in the ordinary course of business of the Reporting Persons.

In pursuing such investment purposes, the Reporting Persons may further purchase, hold, vote, trade, dispose or otherwise deal in the Common Stock at times, and in such manner, as they deem advisable to benefit from, among other things, (1) changes in the market prices of the shares of Common Stock; (2) changes in the Issuer’s operations, business strategy or prospects; or (3) from the sale or merger of the Issuer. Consistent with their investment research methods and evaluation criteria, the Reporting Persons may discuss such matters with the management or Board of Directors of the Issuer (the “Board”), other stockholders, industry analysts, existing or potential strategic partners or competitors, investment and financing professionals, sources of credit, and other investors.

In addition to the information disclosed in this Statement, and subject to the terms of the Exemption Agreement (defined below), the Reporting Persons reserve the right to (1) formulate other plans and proposals; (2) take any actions with respect to their investment in the Issuer, including any or all of the actions set forth in subsections (a) through (j) of Item 4 of Schedule 13D; and (3) acquire additional shares of Common Stock or dispose of some or all of the shares of Common Stock beneficially owned by them, in each case in the open market, through privately negotiated transactions or otherwise. The Reporting Persons may at any time reconsider and change their plans or proposals relating to the foregoing.

On May 12, 2021, the Reporting Persons entered into a Tax Benefit Preservation Plan Exemption Agreement (the “Exemption Agreement”) with the Issuer pursuant to which the Reporting Persons received an exemption to the Issuer’s Tax Benefit Preservation Plan, dated May 26, 2010, as amended on April 14, 2014, April 13, 2017, and March 31, 2020 (the “Plan”), which generally prohibits stockholders from acquiring 4.90% or more of the Issuer’s outstanding Common Stock. Pursuant to the Exemption Agreement, the Reporting Persons are permitted to acquire aggregate beneficial ownership of up to 6.50% of the outstanding Common Stock.

Pursuant to the Exemption Agreement, for so long as the Exemption Agreement remains in effect, at each meeting of stockholders, the Reporting Persons agreed to cause any and all of the portion of shares of Common Stock owned by the Reporting Persons that equals or exceeds 4.90% of the shares then

 

Page 8 of 11

outstanding (“Exemption Shares”) to be counted as present thereat for purposes of establishing a quorum and to vote such Exemption Shares the same proportion (for or against) as the shares actually voted for or against such matters by the stockholders of the Issuer (other than the Reporting Persons). The Reporting Persons also granted representatives of the Issuer irrevocable proxies to vote the Exemption Shares in accordance with the foregoing sentence. The Reporting Persons also agreed to certain restrictions such as not nominating any person to the Board or otherwise acting, alone or in concert with others, to seek to control or influence the management, Board or policies of the Issuer; provided that the Reporting Persons may seek privately with the Board or the Issuer’s Chief Executive Officer to influence the decisions made by the existing management.

The Exemption Agreement will terminate upon the earliest to occur of (i) the written consent of the parties thereto, (ii) the termination of the Plan, unless a substitute or successor tax benefit preservation or other stockholder rights plan is implemented, or (iii) the Reporting Persons’ collective beneficial ownership falling below 4.90% of the outstanding shares. The foregoing description of the Exemption Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Exemption Agreement, a copy of which is attached as Exhibit 2 hereto and is incorporated herein by reference.

 

Item 5.

Interest in Securities of the Issuer.

 

(a) and (b)

The responses of the Reporting Persons to rows 7, 8, 9, 10, 11 and 13 on the cover pages of this Statement are incorporated herein by reference. As of 4:00 p.m., Eastern time, on May 21, 2021, the Reporting Persons beneficially owned 712,435 shares of Common Stock, representing approximately 5.29% of the outstanding shares of Common Stock. The percentage in this paragraph relating to beneficial ownership of Common Stock is based on 13,465,871 shares of common stock outstanding as of May 3, 2021, as reported in the Form 10-Q for the fiscal quarter ended March 31, 2021, of the Issuer.

Mr. Jeffrey Geygan, as an officer and director of GVIC, and Mr. James Geygan, as an officer of GVIC, may be deemed to have the power to direct the voting and disposition of the shares of Common Stock beneficially owned by GVIC, and may be deemed to be the indirect beneficial owner of such shares. Mr. Jeffrey Geygan and Mr. James Geygan disclaim beneficial ownership of such shares for all other purposes.

 

(c)

Except as set forth in Schedule A, none of the Reporting Persons has effected any transactions in the Common Stock in the 60 days prior to the date of this Statement.

 

(d)

No other person is known to the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock covered by this Statement.

 

(e)

Not applicable.

 

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Other than as described in this Statement, to the knowledge of the Reporting Persons, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons or between the Reporting Persons and any other persons with respect to any securities of the Issuer, including but not limited to transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

 

Item 7.

Material to be Filed as Exhibits.

 

Exhibit Number		Description
1		Joint Filing Agreement, dated May 21, 2021.
2		Tax Benefit Preservation Plan Exemption Agreement, dated May 12, 2021.

 

Page 9 of 11

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete, and correct.

Dated: May 24, 2021

 

 

Page 10 of 11

Schedule A

Transactions by the Reporting Persons in the Past 60 Days

The following table sets forth all unreported transactions with respect to the Common Stock effected in the last 60 days by or on behalf of the Reporting Persons, inclusive of any transactions effected through 4:00 p.m., Eastern time, on May 21, 2021. Unless otherwise indicated, all such transactions were effected in the open market.

 

Person Effecting the Transaction		Transaction Date		Nature of Transaction		Securities Purchased				Price per Share
GVIC		03/24/2021		Purchase of Common Stock			5,000			$	2.78	(1)
GVIC		03/29/2021		Purchase of Common Stock			165			$	2.72
GVIC		03/30/2021		Purchase of Common Stock			65			$	2.70
GVIC		03/31/2021		Purchase of Common Stock			125			$	2.69
GVIC		04/05/2021		Purchase of Common Stock			120			$	2.83
GVIC		04/15/2021		Purchase of Common Stock			2,800			$	2.90	(1)
GVIC		04/22/2021		Purchase of Common Stock			135			$	2.57
GVIC		05/10/2021		Purchase of Common Stock			56			$	2.50
GVIC		05/12/2021		Purchase of Common Stock			24,802			$	2.39	(1)
GVIC		05/13/2021		Purchase of Common Stock			26,380			$	2.48	(1)
GVIC		05/18/2021		Purchase of Common Stock			11,600			$	2.69	(1)
GVIC		05/19/2021		Purchase of Common Stock			18,800			$	2.69	(1)

 

(1)

This purchase price represents the weighted average purchase price of the shares purchased. Upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, the Reporting Persons will provide full information regarding the number of shares purchased at each separate price within the range set forth in this Statement.

None of Mr. Jeffrey Geygan, Mr. James Geygan, Ms. Wilke, or Ms. Geygan has effected any transactions in the Common Stock in the 60 days prior to the date of this Statement.

 

Page 11 of 11