SC 13D/A 1 d8094497_13d-a.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

SCHEDULE 13D

THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 5)*

 

 

Qumu Corporation
(Name of Issuer)

 

 

Common Stock, $0.01 par value
(Title of Class of Securities)

 

 

749063103
(CUSIP Number)

 

 

Kevin A. McGovern, Esq.

c/o Harbert Discovery Fund, LP

2100 Third Avenue North

Suite 600

Birmingham, AL 35203

Telephone Number 205-987-5500

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

Notices and Communications)

 

 

October 25, 2018
(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 ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [_].

______________

* 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.
 
 

 

CUSIP No. 749063103    

 

1. NAME OF REPORTING PERSONS  
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)  
     
  Harbert Discovery Fund, LP  

 

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 ITEMS 2(d) OR 2(e) [_]

 

6. CITIZENSHIP OR PLACE OF ORGANIZATION  
     
  Delaware  

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

7. SOLE VOTING POWER  
     
  0  

 

8. SHARED VOTING POWER  
     
  1,220,329  

 

9. SOLE DISPOSITIVE POWER
     
  0  

 

10. SHARED DISPOSITIVE POWER  
     
  1,220,329  

 

11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
     
  1,220,329  

 

12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_]

 

13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
     
  12.8%  

 

14. TYPE OF REPORTING PERSON  
     
  PN  

 

 
 

 

CUSIP No. 749063103    

 

1. NAME OF REPORTING PERSONS  
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)  
     
  Harbert Discovery Fund GP, 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 ITEMS 2(d) OR 2(e) [_]

 

6. CITIZENSHIP OR PLACE OF ORGANIZATION  
     
  Delaware  

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

7. SOLE VOTING POWER  
     
  0  

 

8. SHARED VOTING POWER  
     
  1,220,329  

 

9. SOLE DISPOSITIVE POWER
     
  0  

 

10. SHARED DISPOSITIVE POWER  
     
  1,220,329  

 

11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
     
  1,220,329  

 

12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_]

 

13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
     
  12.8%  

 

14. TYPE OF REPORTING PERSON  
     
  OO  

 

 
 

 

CUSIP No. 749063103    

 

1. NAME OF REPORTING PERSONS  
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)  
     
  Harbert Fund Advisors, Inc.  

 

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 ITEMS 2(d) OR 2(e) [_]

 

6. CITIZENSHIP OR PLACE OF ORGANIZATION  
     
  Alabama  

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

7. SOLE VOTING POWER  
     
  0  

 

8. SHARED VOTING POWER  
     
  1,220,329  

 

9. SOLE DISPOSITIVE POWER
     
  0  

 

10. SHARED DISPOSITIVE POWER  
     
  1,220,329  

 

11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
     
  1,220,329  

 

12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_]

 

13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
     
  12.8%  

 

14. TYPE OF REPORTING PERSON  
     
  IA, CO  

 

 
 

 

CUSIP No. 749063103    

 

1. NAME OF REPORTING PERSONS  
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)  
     
  Harbert Management Corporation  

 

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 ITEMS 2(d) OR 2(e) [_]

 

6. CITIZENSHIP OR PLACE OF ORGANIZATION  
     
  Alabama  

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

7. SOLE VOTING POWER  
     
  0  

 

8. SHARED VOTING POWER  
     
  1,220,329  

 

9. SOLE DISPOSITIVE POWER
     
  0  

 

10. SHARED DISPOSITIVE POWER  
     
  1,220,329  

 

11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
     
  1,220,329  

 

12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_]

 

13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
     
  12.8%  

 

14. TYPE OF REPORTING PERSON  
     
  CO  

 

 
 

  

CUSIP No. 749063103    

 

1. NAME OF REPORTING PERSONS  
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)  
     
  Jack Bryant  

 

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 ITEMS 2(d) OR 2(e) [_]

 

6. CITIZENSHIP OR PLACE OF ORGANIZATION  
     
  United States of America  

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

7. SOLE VOTING POWER  
     
  0  

 

8. SHARED VOTING POWER  
     
  1,220,329  

 

9. SOLE DISPOSITIVE POWER
     
  0  

 

10. SHARED DISPOSITIVE POWER  
     
  1,220,329  

 

11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
     
  1,220,329  

 

12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_]

 

13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
     
  12.8%  

 

14. TYPE OF REPORTING PERSON  
     
  IN  

 

 
 

 


CUSIP No.
749063103    

 

1. NAME OF REPORTING PERSONS  
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)  
     
  Kenan Lucas  

 

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 ITEMS 2(d) OR 2(e) [_]

 

6. CITIZENSHIP OR PLACE OF ORGANIZATION  
     
  United States of America  

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

7. SOLE VOTING POWER  
     
  0  

 

8. SHARED VOTING POWER  
     
  1,220,329  

 

9. SOLE DISPOSITIVE POWER
     
  0  

 

10. SHARED DISPOSITIVE POWER  
     
  1,220,329  

 

11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
     
  1,220,329  

 

12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_]

 

13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
     
  12.8%  

 

14. TYPE OF REPORTING PERSON  
     
  IN  

 

 
 

 

CUSIP No. 749063103    

 

1. NAME OF REPORTING PERSONS  
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)  
     
  Raymond Harbert  

 

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 ITEMS 2(d) OR 2(e) [_]

 

6. CITIZENSHIP OR PLACE OF ORGANIZATION  
     
  United States of America  

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

7. SOLE VOTING POWER  
     
  0  

 

8. SHARED VOTING POWER  
     
  1,220,329  

 

9. SOLE DISPOSITIVE POWER
     
  0  

 

10. SHARED DISPOSITIVE POWER  
     
  1,220,329  

 

11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
     
  1,220,329  

 

12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_]

 

13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
     
  12.8%  

 

14. TYPE OF REPORTING PERSON  
     
  IN  

 

 
 

 

CUSIP No. 749063103    

 

Item 1. Security and Issuer.  
     
  The name of the issuer is Qumu Corporation, a Minnesota corporation (the "Issuer").  The address of the Issuer's principal executive offices is 510 1st Avenue North, Suite 305, Minneapolis, Minnesota 55403, United States of America.  This Schedule 13D relates to the Issuer's common stock, $0.01 par value (the "Shares").  
     
     
Item 2. Identity and Background.  
       
  (a), (f) This Schedule 13D is being filed jointly by (i) Harbert Discovery Fund, LP, a Delaware limited partnership (the “Fund”), (ii) Harbert Discovery Fund GP, LLC, a Delaware limited liability company (the “Fund GP”), (iii) Harbert Fund Advisors, Inc., an Alabama corporation (“HFA”), (iv) Harbert Management Corporation, an Alabama corporation (“HMC”), (v) Jack Bryant, a United States citizen, (vi) Kenan Lucas, a United States citizen, and (vii) Raymond Harbert, a United States citizen (collectively, the "Reporting Persons").    
       
  (b) The principal business address for each of the Reporting Persons is 2100 Third Avenue North, Suite 600, Birmingham, Alabama 35203.  
       
  (c) Jack Bryant and Kenan Lucas, are directors and co-portfolio managers of the Fund GP, which serves as general partner of the Fund.  Raymond Harbert is the controlling shareholder, Chairman and Chief Executive Officer of HMC, an alternative asset investment management firm that is the managing member of the Fund GP.  Mr. Harbert also serves as the Chairman, Chief Executive Officer and Director of HFA, an indirect, wholly owned subsidiary of HMC, which provides the Fund with certain operational and administrative services.  The principal business of the Fund is purchasing, holding and selling securities for investment purposes.    
       
  (d) None of the Reporting Persons have, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).  
       
  (e) None of the Reporting Persons have, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding were or are 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.  
     
 
 

 

Item 3. Source and Amount of Funds or Other Consideration.  
     
  The funds for the purchase of the Shares by the Fund came from the working capital of the Fund, over which HFA, HMC, the Fund GP, Jack Bryant, Kenan Lucas and Raymond Harbert, through their roles described above in Item 2(c), exercise investment discretion.  No borrowed funds were used to purchase the Shares, other than borrowed funds used for working capital purposes in the ordinary course of business.  The total costs of the Shares directly owned by Harbert Discovery Fund, LP is approximately $2,974,659.    
     
     
Item 4. Purpose of Transaction.  
     
 

This Item is hereby amended to add the following:

 

On October 25, 2018, the Issuer and certain of the Reporting Persons entered into an Amendment No. 1 (the “Amendment”) to that certain Standstill Agreement between the Issuer and certain of the Reporting Persons dated as of December 19, 2017. Through the Amendment, the Issuer agreed to nominate and solicit proxies for the election of Kenan Lucas and Neil E. Cox to the Issuer’s Board of Directors at the Issuer’s 2019 Annual Meeting of Shareholders.

 

Through the Amendment, the Reporting Persons also agreed to appear in person or by proxy at the Issuer’s 2019 Annual Meeting of Shareholders and vote all shares of common stock beneficially owned by them in favor of the election of each of the Issuer’s nominees for election to the Board of Directors and in accordance with the Board’s recommendation on all other proposals.

 

Through the Amendment, the Issuer and the Reporting Persons also agreed to extend the “Standstill Period” until the date that is the earlier of (a) 30 days prior to the deadline for the submission of shareholder nominations for the 2020 Annual Meeting of Shareholders; and (b) the date that is 150 days prior to the first anniversary of the date of the Issuer’s proxy statement for the 2019 Annual Meeting of Shareholders.

 

The foregoing description is qualified in its entirety by reference to the Amendment, which is incorporated by reference to Exhibit 10.1 of the Form 8-K filed by the Issuer with the Securities and Exchange Commission on October 26, 2018.

 
 
 

 

Item 5. Interest in Securities of the Issuer.  
     
  (a) - (e)

As of the date hereof, (i) HFA, HMC, the Fund GP, the Fund, Jack Bryant, Kenan Lucas and Raymond Harbert may be deemed to be the beneficial owners of 1,220,329 Shares, constituting 12.8% of the Shares, based upon *9,529,153 Shares outstanding as of the date hereof.

 

HFA has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 1,220,329 Shares; has the sole power to dispose or direct the disposition of 0 Shares; and has the shared power to dispose or direct the disposition of 1,220,329 Shares.

 

HMC has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 1,220,329 Shares; has the sole power to dispose or direct the disposition of 0 Shares; and has the shared power to dispose or direct the disposition of 1,220,329 Shares.

 

The Fund GP has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 1,220,329 Shares; has the sole power to dispose or direct the disposition of 0 Shares; and has the shared power to dispose or direct the disposition of 1,220,329 Shares.

 

The Fund has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 1,220,329 Shares; has the sole power to dispose or direct the disposition of 0 Shares; and has the shared power to dispose or direct the disposition of 1,220,329 Shares.

 

Jack Bryant has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 1,220,329 Shares; has the sole power to dispose or direct the disposition of 0 Shares; and has the shared power to dispose or direct the disposition of 1,220,329 Shares.

 

Kenan Lucas has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 1,200,329 Shares; has the sole power to dispose or direct the disposition of 0 Shares; and has the shared power to dispose or direct the disposition of 1,220,329 Shares.

 

Raymond Harbert has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 1,220,329 Shares; has the sole power to dispose or direct the disposition of 0 Shares; and has the shared power to dispose or direct the disposition of 1,220,329 Shares.

 

The Reporting Persons have not transacted in the Shares in the past 60 days.

 

*This outstanding Shares figure reflects the number of outstanding Shares at August 2, 2018, as reported in the Issuer's Form 10-Q, filed on August 7, 2018

 
       
 
 

 

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

On May 10, 2018, Kenan Lucas received 25,000 restricted stock units pursuant to the Issuer's 2007 Second Amended and Restated Stock Incentive Plan. Each restricted stock unit represents the contingent right to receive one Share. The restricted stock units vest on the first business day prior to the 2019 Annual Meeting of Shareholders, provided the Reporting Person continues to provide services to the Issuer as a director on that date, subject to certain exceptions The restricted stock units are held for the benefit of the investors of the Fund.

 

Other than the Standstill Agreement and the restricted stock units, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.

 
     
     
Item 7. Material to be Filed as Exhibits.  
   
 

Exhibit A: Joint Filing Agreement

 

Exhibit B: Amendment No. 1 to Standstill Agreement (incorporated by reference to Exhibit 10.1 to the Form 8-K filed by the Issuer with the Securities and Exchange Commission on October 26, 2018).

 

 
 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

    October 30, 2018  
    (Date)  

 

  Harbert Discovery Fund, LP  
     
  By: Harbert Discovery Fund GP, LLC,  
    its General Partner  
       
  By: Harbert Management Corporation,  
    its Managing Member  
       
  By:

/s/ John McCullough

 
    Executive Vice President and General Counsel  
       
  Harbert Discovery Fund GP, LLC*  
     
  By: Harbert Management Corporation, its Managing Member  
       
  By:

/s/ John McCullough

 
    Executive Vice President and General Counsel  
       
  Harbert Fund Advisors, Inc.*  
     
  By:

/s/ John McCullough

 
    Executive Vice President and General Counsel  
       
  Harbert Management Corporation*  
     
  By:

/s/ John McCullough

 
    Executive Vice President and General Counsel  
       
   

/s/ Jack Bryant *

 
    Jack Bryant  
       
   

/s/ Kenan Lucas*

 
    Kenan Lucas  
       
   

/s/ Raymond Harbert*

 
    Raymond Harbert  

  

* This reporting person disclaims beneficial ownership of these reported securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that any such person is the beneficial owner of these securities for purposes of Section 16 of the U.S. Securities Exchange Act of 1934, as amended, or for any other purpose.

 

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).

 

 
 

Exhibit A

 

AGREEMENT

 

The undersigned agree that this Schedule 13D, Amendment 5, dated October 30, 2018, relating to the Common Stock, $0.01 par value of Qumu Corporation shall be filed on behalf of the undersigned.

 

    October 30, 2018  
    (Date)  

 

  Harbert Discovery Fund, LP  
     
  By: Harbert Discovery Fund GP, LLC,  
    its General Partner  
       
  By: Harbert Management Corporation,  
    its Managing Member  
       
  By:

/s/ John McCullough

 
    Executive Vice President and General Counsel  
       
  Harbert Discovery Fund GP, LLC  
     
  By: Harbert Management Corporation, its Managing Member  
       
  By:

/s/ John McCullough

 
    Executive Vice President and General Counsel  
       
  Harbert Fund Advisors, Inc.  
     
  By:

/s/ John McCullough

 
    Executive Vice President and General Counsel  
       
  Harbert Management Corporation  
     
  By:

/s/ John McCullough

 
    Executive Vice President and General Counsel  
       
   

/s/ Jack Bryant

 
    Jack Bryant  
       
   

/s/ Kenan Lucas

 
    Kenan Lucas  
       
   

/s/ Raymond Harbert

 
    Raymond Harbert