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. 10)1

TESSCO Technologies Incorporated

(Name of Issuer)

Common stock, par value $0.01 per share

(Title of Class of Securities)

872386107

(CUSIP Number)

Tim Won

Lakeview Investment Group & Trading Company, LLC

444 W. Lake St. #1900

Chicago, IL 60606

(312) 245-2910

 

Michael R. Neidell, Esq.

Olshan Frome Wolosky LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

May 31, 2022

(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. 872386107

  1   NAME OF REPORTING PERSON  
         
        LAKEVIEW INVESTMENT GROUP & TRADING COMPANY, LLC  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        WC  
  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   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         -0-  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         1,331,591  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          -0-  
    10   SHARED DISPOSITIVE POWER  
           
          1,331,591  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        1,331,591  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        14.7% (1)  
  14   TYPE OF REPORTING PERSON  
         
        OO  

(1) The aggregate percentage of shares of Common Stock reported owned herein is based upon 9,041,236 shares outstanding, as of May 20, 2022, which is the total number of shares outstanding as reported in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on May 26, 2022.

  

2

CUSIP No. 872386107

  1   NAME OF REPORTING PERSON  
         
        ABL MANAGER LLC  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        AF  
  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   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         -0-  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         1,331,591  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          -0-  
    10   SHARED DISPOSITIVE POWER  
           
          1,331,591  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        1,331,591  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        14.7% (1)  
  14   TYPE OF REPORTING PERSON  
         
        OO  

(1) The aggregate percentage of shares of Common Stock reported owned herein is based upon 9,041,236 shares outstanding, as of May 20, 2022, which is the total number of shares outstanding as reported in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on May 26, 2022.

  

3

CUSIP No. 872386107

 

  1   NAME OF REPORTING PERSON  
         
        ARI B. LEVY  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        AF  
  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  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         -0-  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         1,331,591  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          -0-  
    10   SHARED DISPOSITIVE POWER  
           
          1,331,591  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        1,331,591  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        14.7% (1)  
  14   TYPE OF REPORTING PERSON  
         
        IN  

(1) The aggregate percentage of shares of Common Stock reported owned herein is based upon 9,041,236 shares outstanding, as of May 20, 2022, which is the total number of shares outstanding as reported in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on May 26, 2022.

  

4

CUSIP No. 872386107

 

  1   NAME OF REPORTING PERSON  
         
        MATTHEW W. BREWER  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        N/A  
  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  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         -0-  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         -0-  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          -0-  
    10   SHARED DISPOSITIVE POWER  
           
          -0-  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        -0-  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        0% (1)  
  14   TYPE OF REPORTING PERSON  
         
        IN  

(1) The aggregate percentage of shares of Common Stock reported owned herein is based upon 9,041,236 shares outstanding, as of May 20, 2022, which is the total number of shares outstanding as reported in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on May 26, 2022.

  

5

CUSIP No. 872386107

 

  1   NAME OF REPORTING PERSON  
         
        MICHAEL BRODSKY  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        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  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         2,000  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         -0-  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          2,000  
    10   SHARED DISPOSITIVE POWER  
           
          -0-  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        2,000  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        Less than 1% (1)  
  14   TYPE OF REPORTING PERSON  
         
        IN  

(1) The aggregate percentage of shares of Common Stock reported owned herein is based upon 9,041,236 shares outstanding, as of May 20, 2022, which is the total number of shares outstanding as reported in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on May 26, 2022.

  

6

CUSIP No. 872386107

 

  1   NAME OF REPORTING PERSON  
         
        JOSEPH H. QUAGLIA  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        N/A  
  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  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         -0-  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         -0-  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          -0-  
    10   SHARED DISPOSITIVE POWER  
           
          -0-  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        -0-  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        0% (1)  
  14   TYPE OF REPORTING PERSON  
         
        IN  

(1) The aggregate percentage of shares of Common Stock reported owned herein is based upon 9,041,236 shares outstanding, as of May 20, 2022, which is the total number of shares outstanding as reported in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on May 26, 2022.

  

7

CUSIP No. 872386107

 

  1   NAME OF REPORTING PERSON  
         
        KENNETH J. SPANGLER  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        N/A  
  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  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         -0-  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         -0-  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          -0-  
    10   SHARED DISPOSITIVE POWER  
           
          -0-  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        -0-  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        0% (1)  
  14   TYPE OF REPORTING PERSON  
         
        IN  

(1) The aggregate percentage of shares of Common Stock reported owned herein is based upon 9,041,236 shares outstanding, as of May 20, 2022, which is the total number of shares outstanding as reported in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on May 26, 2022.

  

8

CUSIP No. 872386107

The following constitutes Amendment No. 10 to the Schedule 13D filed by the undersigned (“Amendment No. 10”). This Amendment No. 10 amends the Schedule 13D as specifically set forth herein.

Item 2.Identity and Background.

Item 2 is hereby amended to add the following:

In connection with the Letter Agreement, as defined and described in Item 4 below, Matthew W. Brewer, Michael Brodsky, Joseph H. Quaglia and Kenneth J. Spangler are no longer members of the Section 13(d) group and shall cease to be Reporting Persons immediately after the filing of this Amendment No. 10. The remaining Reporting Persons will continue filing as a group statements on Schedule 13D with respect to their beneficial ownership of securities of the Issuer to the extent required by applicable law. Each of the remaining Reporting Persons is party to the Joint Filing Agreement defined and described in Item 6 below.

Item 4.Purpose of Transaction.

Item 4 is hereby amended to add the following:

Effective May 31, 2022, Lakeview entered into a letter agreement (the “Letter Agreement”) with the Issuer, pursuant to which the Issuer agreed to increase the size of its board of directors (the “Board”) by one, to appoint Matthew W. Brewer to fill the vacancy thereby created, to nominate Mr. Brewer for re-election to the Board at the 2022 annual meeting of shareholders of the Company, and to reimburse Lakeview for certain expenses, up to $75,000. Lakeview in turn agreed to withdraw its previously delivered nomination of individuals (including Mr. Brewer) for election to the Board at the 2022 annual meeting of the Company and to vote in favor of the Board’s nominees at the 2022 annual meeting, to include Mr. Brewer.

The foregoing description of the Letter Agreement is qualified in its entirety by reference to the Letter Agreement, which is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 6.Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 is hereby amended to add the following:

On May 31, 2022, Lakeview and the Issuer entered into the Letter Agreement as defined and described in Item 4 above and attached as Exhibit 99.1 hereto.

On June 1, 2022, the Reporting Persons entered into a joint filing agreement (the “Joint Filing Agreement”) in which the Reporting Persons who will remain Reporting Persons immediately after the filing of this Amendment No. 10 agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law. A copy of the Joint Filing Agreement is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Item 7.Material to be Filed as Exhibits.

Item 7 is hereby amended to add the following exhibits:

99.1Letter Agreement.
99.2Joint Filing Agreement.

9

CUSIP No. 872386107

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 1, 2022

  LAKEVIEW INVESTMENT GROUP & TRADING COMPANY, LLC
   
  By: ABL Manager LLC, its manager
     
  By: /s/ Ari B. Levy
    Name: Ari B. Levy
    Title: Manager

 

  ABL MANAGER LLC
   
  By: /s/ Ari B. Levy
    Name: Ari B. Levy
    Title: Manager

 

   
 

/s/ Ari B. Levy

 

ARI B. LEVY

Individually and as attorney-in-fact for Matthew W. Brewer, Michael Brodsky, Joseph H. Quaglia and Kenneth J. Spangler

 

10

 

Exhibit 99.1

May 30, 2022

 

Mr. Ari Levy

Lakeview Investment Group & Trading Company, LLC| (“Lakeview” or “you”)
444 W. Lake St. #1900
Chicago, IL 60606

 

RE: Tessco Technologies Incorporated (“we,” “us,” “our”)

Dear Ari:

Thank you (and Tim Won) for engaging with Tessco in a spirited but collaborative dialogue this past week.

I’d like to propose the following, and if you agree, please countersign in the space below.

First, immediately following the execution of this agreement, the Tessco Board of Directors (the “Board”) agrees to increase the size of the Board by one and appoint Matt Brewer to the Board to fill the resulting vacancy.

Second, we will include Matt on our slate of directors to stand for election at our next Annual Meeting. For the sake of clarity, our current Board members are all standing for re-election, and those members (together with Matt) are the only nominees we will be putting forth for the election. We will recommend that stockholders vote, and will solicit proxies, in favor of the election of all such nominees.

Third, if Matt ceases to be a member of the Board for any reason prior to the one year anniversary of this letter, Lakeview will have the right to identify (and the Board will take all action necessary to promptly appoint) another person reasonably acceptable to the Board to serve as a director in Matt’s place. Any such successor director must be qualified to serve as a member of the Board under all of our applicable corporate governance policies or guidelines and applicable legal, regulatory and stock market requirements.

Fourth, upon your acceptance of this letter, Lakeview’s Notice of Stockholder Nomination of Individuals for Election at the 2022 Annual Meeting of Stockholders of Tessco Technologies Incorporated, dated February 17, 2022, will be withdrawn. Lakeview will not file a proxy for a competing slate of directors at the 2022 Annual Meeting, and Lakeview will vote “for” the slate of directors proposed by Tessco.

Fifth, Tessco will promptly reimburse Lakeview for its actual expenses for outside counsel and proxy solicitation up to a maximum of $75,000.

And sixth, Tessco and Lakeview will each make required SEC filings regarding these matters, including a copy of this letter. Other than such filings, neither Tessco nor Lakeview will otherwise publish a press release or make any other announcements regarding this resolution without mutual agreement.

If you agree to the terms set forth in this letter, please countersign this letter in the space provided below, and return a fully executed copy of this letter to me, whereupon this letter will be a legally binding agreement between us.

 

Lakeview Investment Group & Trading Company, LLC

May 30, 2022

Page 2

Again, thank you for your cooperation and guidance. We share with Lakeview the goal of obtaining the best possible outcomes for Tessco shareholders.

 

  Very truly yours,
   
  TESSCO Technologies Incorporated
   
  By:

/s/ Timothy Bryan

    Name: Timothy Bryan
    Title: Chairman

 

 

AGREED and ACCEPTED as of this 31st day of May 2022

 

LAKEVIEW INVESTMENT GROUP & TRADING COMPANY, LLC

 

By:

/s/ Timothy Won

     
  Name: Timothy Won        
  Title: Partner        

 

Exhibit 99.2

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the shares of common stock, par value $0.01 per share, of TESSCO Technologies Incorporated, a Delaware corporation. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.

Dated: June 1, 2022

  LAKEVIEW INVESTMENT GROUP & TRADING COMPANY, LLC
   
  By: ABL Manager LLC, its manager
     
  By: /s/ Ari B. Levy
    Name: Ari B. Levy
    Title: Manager

 

  ABL MANAGER LLC
   
  By: /s/ Ari B. Levy
    Name: Ari B. Levy
    Title: Manager

 

   
 

/s/ Ari B. Levy

  ARI B. LEVY