SCHEDULE 13D
1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
Western State Design, LLC
(I.R.S. No. 94-2602158)
|
2
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP*
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(a)[ ]
(b)[ ]
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS (See
Instructions)
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OO
|
5
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CHECK IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
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[ ]
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6
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CITIZENSHIP OR PLACE OF
ORGANIZATION
|
California
|
7
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SOLE VOTING POWER
|
|
0 (1)
|
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8
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SHARED VOTING POWER
|
|
|
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9
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SOLE DISPOSITIVE POWER
|
|
1,656,486
|
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10
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SHARED DISPOSITIVE POWER
|
|
|
|
11
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
1,656,486(1)
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12
|
CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
|
13
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11)
|
16.6%
|
14
|
TYPE OF REPORTING PERSON
(See Instructions)
|
OO
|
|
|
|
|
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(1)
Pursuant to that certain Stockholders Agreement between Symmetric Capital LLC,
Symmetric Capital II LLC, Henry M. Nahmad, Western
State Design, LLC, Dennis Mack and Tom Marks described herein, Symmetric
Capital LLC and Henry M. Nahmad, as the manager of
Symmetric Capital LLC, have sole voting power over the 1,656,486 shares issued
to Western State Design, LLC.
SCHEDULE 13D
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
Dennis Mack
|
2
|
CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP*
|
(a)[ x ]
(b)[ ]
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS (See
Instructions)
|
OO
|
5
|
CHECK IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
|
|
6
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
|
United States
|
7
|
SOLE VOTING POWER
|
|
0 (1)
|
|
8
|
SHARED VOTING POWER
|
|
0 (1)
|
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
|
10
|
SHARED DISPOSITIVE POWER
|
|
1,656,486(2)
|
|
11
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
1,656,486(1)(2)
|
12
|
CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
|
13
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11)
|
16.6%
|
14
|
TYPE OF REPORTING PERSON
(See Instructions)
|
OO
|
|
|
|
|
|
(1)
Pursuant to that certain Stockholders Agreement between Symmetric Capital LLC,
Symmetric Capital II LLC, Henry M. Nahmad, Western
State Design, LLC, Dennis Mack and Tom Marks described herein, Symmetric
Capital LLC and Henry M. Nahmad, as the manager of
Symmetric Capital LLC, have sole voting power over the 1,656,486 shares issued
to Western State Design, LLC.
(2) Dennis Mack and
Thomas Marks are the managers and members each owning and controlling a 50%
interest in Western State Design, LLC, and share dispositive power over the
1,656,486 shares issued to Western State Design, LLC.
SCHEDULE 13D
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
Thomas Marks
|
2
|
CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP*
|
(a)[ x ]
(b)[ ]
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS (See
Instructions)
|
OO
|
5
|
CHECK IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
|
[ ]
|
6
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
|
United States
|
7
|
SOLE VOTING POWER
|
|
0 (1)
|
|
8
|
SHARED VOTING POWER
|
|
0 (1)
|
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
|
10
|
SHARED DISPOSITIVE POWER
|
|
1,656,486 (2)
|
|
11
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
1,656,486 (1)(2)
|
12
|
CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
[ ]
|
13
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11)
|
16.6%
|
14
|
TYPE OF REPORTING PERSON
(See Instructions)
|
OO
|
|
|
|
|
|
(1)
Pursuant to that certain Stockholders Agreement between Symmetric Capital LLC,
Symmetric Capital II LLC, Henry M. Nahmad, Western
State Design, LLC, Dennis Mack and Tom Marks described herein, Symmetric
Capital LLC and Henry M. Nahmad, as the manager of
Symmetric Capital LLC, have sole voting power over the 1,656,486 shares issued
to Western State Design, LLC.
(2) Dennis
Mack and Thomas Marks are the managers and members each owning and controlling
a 50% interest in Western State Design, LLC, and share dispositive power over
the 1,656,486 shares issued to Western State Design, LLC.
Item 1. Security
and Issuer
This Statement on
Schedule 13D is being filed by Western State Design, LLC, a California limited
liability company ("WSD"), and Dennis Mack and Thomas Marks as the members and
managers of WSD, and relates to the shares of Common Stock, par value $0.025
per share (the "Common Stock"), of EnviroStar, Inc.,
a Delaware corporation (the "Issuer").
The Issuer's principal executive offices are located at 290 N.E. 68
th
Street, Miami, Florida 33138. WSD,
Dennis Mack, and Thomas Marks are sometimes hereinafter referred to
individually as a "Reporting Person" and
collectively as the "Reporting Persons."
Item 2. Identity
and Background
Western State
Design, LLC is a limited liability company organized under the laws of the
State of California. WSD was
originally formed as a corporation under the laws of the State of California
under the name Western State Design, Inc., and converted into a limited
liability company on August 31, 2016.
WSD's principal executive offices are located at 2331 Tripaldi Way, Hayward, California 94545. WSD is a supplier
and distributor of commercial laundry equipment. Dennis Mack and Thomas Marks are the
managers and the members of WSD, each owning and controlling a fifty percent
(50%) interest in WSD.
Dennis Mack is a
United States citizen and his principal business address is Western State
Design, LLC, 2331 Tripaldi Way, Hayward,
California 94545. Mr. Mack is a
member and manager of WSD, and serves as the Chief Executive Officer and
President, Chief Financial Officer and Assistant Secretary of WSD. Mr. Mack has been appointed as a
Director and as an Executive Vice President of the Issuer.
Thomas Marks is a
United States citizen and his principal business address is Western State
Design, LLC, 17000 Marquardt Avenue, Cerritos, California 90703. Mr. Marks is a member and manager of WSD,
and serves as the Executive Vice-President, Treasurer and Secretary of WSD. Mr. Marks has been appointed as an
Executive Vice President of the Issuer.
During the last five
years, no Reporting Person (i) has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors), or (ii) was a party to
a civil proceeding of a judicial or administrative body of competent
jurisdiction or, 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.
Item 3. Source
and Amount of Funds or Other Considerations
On October 10, 2016,
WSD acquired the 1,656,486 shares of the Issuer's Common Stock reported herein
as partial consideration for the sale and transfer of substantially all of WSD's
assets to Issuer and a wholly-owned subsidiary of the Issuer, pursuant to an
Asset Purchase Agreement dated September 7, 2016, by and among the WSD, Dennis
Mack and Thomas Marks, on the one hand, the Issuer and its wholly-owned
subsidiary, on the other hand. The aggregate purchase price pursuant to the
Asset Purchase Agreement was $28,000,000, of which $18,000,000 was paid in cash
("Cash Consideration") and $10,000,000 was paid in shares of the Issuer's
Common Stock, par value $0.025 per share ("Stock Consideration"). The Stock
Consideration was to be issued in two tranches: (i) the 1,656,486 shares
reported herein (the "Closing Shares"), and (ii) an additional 388,504 shares
of the Issuer's Common Stock to be issued subject to stockholder approval (the
"Post-Closing Shares").
Item 4. Purpose
of Transaction
On October 10, 2016,
the Issuer consummated its acquisition (the "WSD Acquisition") of substantially
all of the assets of WSD pursuant to the previously disclosed Asset Purchase
Agreement between the Issuer and its wholly owned subsidiary, on the one hand,
and the Reporting Persons, on the other hand. At the closing of the WSD
Acquisition, in addition to the Cash Consideration paid to WSD, the Issuer
issued the Closing Shares to WSD. In addition, the Issuer has agreed, subject
to stockholder approval, to issue the Post-Closing Shares to WSD.
In connection with
the closing of the WSD Acquisition, the Reporting Persons entered into a
Stockholders Agreement (the "Stockholders Agreement") with Symmetric Capital
LLC, a Florida limited liability company ("Symmetric Capital"), Symmetric
Capital II LLC, a Florida limited liability company ("Symmetric Capital II"),
and Henry M. Nahmad, the sole manager of Symmetric
Capital and Symmetric Capital II. Pursuant to the Stockholders Agreement, WSD,
Mr. Mack and Mr. Marks agreed to vote all of the shares of the Issuer's Common
Stock that they own at any time during the term of the Stockholders Agreement,
including, without limitation, the Closing Shares and, to the extent received,
the Post-Closing Shares, as directed by Mr. Nahmad,
as the Manager of Symmetric Capital, and granted to Mr. Nahmad,
as the Manager of Symmetric Capital, an irrevocable proxy and power of attorney
in furtherance thereof. The Stockholders Agreement also contains, among other
things, (a) an agreement by Mr. Nahmad, Symmetric
Capital and Symmetric Capital II to vote all of the shares of the Issuer's
Common Stock owned by them in favor of the election of Mr. Mack (or, under
certain circumstances, Mr. Marks in lieu of Mr. Mack) to the Issuer's Board of
Directors until October 10, 2021 or, if earlier, (i) such time as the Reporting
Persons and its affiliates collectively own less than 5% of the Issuer's Common
Stock on a fully diluted basis and (ii) the cessation of the employment of Mr.
Mack (or Mr. Marks, if applicable) with the Issuer or any of its affiliates due
to a termination for cause or a voluntary resignation by Mr. Mack (or Mr.
Marks, if applicable) without good reason, in each case of this clause (ii),
during the one-year period ending on October 10, 2017, (b) certain transfer
restrictions with respect to the shares of the Issuer's Common Stock held by
the Reporting Persons, (c) certain drag-along and tag-along provisions with
respect to certain proposed sales of shares of the Issuer's Common Stock by Mr.
Nahmad, Symmetric Capital or Symmetric Capital II,
and (d) provisions giving the Reporting Persons piggyback registration rights
in connection with any public offering of the Issuer's securities. The
Stockholders Agreement has a term of five years, subject to earlier termination
under certain circumstances. The foregoing description of the Stockholders
Agreement is a summary only, does not purport to be complete and is subject to,
and qualified in its entirety by reference, to the Stockholders Agreement, a
copy of which is attached hereto as Exhibit 2 and is incorporated herein by
reference.
Except for possible
acquisitions or dispositions of shares of Common Stock depending on general
market and economic conditions and other relevant factors and except as
described herein, the Reporting Persons have no plans or proposals which relate
to or would result in: (a) the acquisition by the Reporting Persons of
additional securities of the Issuer, or the disposition of securities of the
Issuer; (b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its subsidiaries;
(c) a sale or transfer of a material amount of assets of the Issuer or any of
its subsidiaries; (d) any change in the present board of directors or
management of the Issuer, including any plans or proposals to change the number
or term of directors or to fill any existing vacancies on the board; (e) any
material change in the present capitalization or dividend policy of the Issuer;
(f) any other material change in the Issuer's business or corporate structure;
(g) any change in the Issuer's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control of the
Issuer by any person; (h) causing a class of securities of the Issuer to be
delisted from a national securities exchange or to cease to be authorized to be
quoted in an inter-dealer quotation system of a registered national securities
association; (i) a class of equity securities of the Issuer becoming eligible
for termination of registration pursuant to section 12(g)(4) of the Exchange
Act; or (j) any action similar to any of those enumerated above.
Dennis Mack and Thomas
Marks, as the members and managers of WSD, may elect to dissolve WSD pursuant
to the terms of the Operating Agreement of WSD. Upon dissolution of WSD, WSD will make
in-kind distributions pro rata to its members, Dennis Mack and Thomas Marks, of
the Closing Shares and, to the extent issued, the Post-Closing Shares.
Item 5. Interest
in Securities of the Issuer
(a) As of
the date of this filing, the Reporting Persons beneficially own shares of the
Issuer's Common Stock as set forth in the table below.
Name of Beneficial Owner
|
Common
Stock Ownership
|
Percent
of Common Stock (1)
|
Western State Design, LLC
|
1,656,486
|
16.6%
|
Dennis Mack
|
1,656,486
|
16.6%
|
Tom Marks
|
1,656,486
|
16.6%
|
(1)
Based on 7,033,732 shares of the Issuer's Common Stock outstanding as of September
16, 2016, as reported by the Issuer in its Annual Report on Form 10-K for the
fiscal year ended June 30, 2016, plus a total of 1,656,486 shares of the
Issuer's Common Stock issued to WSD at the closing of the WSD Acquisition and
1,290,323 shares of the Issuer's Common Stock issued to Symmetric Capital II pursuant
to a private placement on October 10, 2016.
(b) The
1,656,486 shares owned by the Reporting Persons are subject to the Stockholders
Agreement described herein under which Symmetric Capital, and Mr. Nahmad, as the
Manager of Symmetric Capital, has sole voting power
over such shares. WSD and Mr. Mack
and Mr. Marks as the managers and members of WSD share dispositive power over
the 1,656,486 shares of Common Stock of the Issuer reported herein.
(c) Except
as described in Item 4 above, none of the Reporting Persons have effected any
transaction in any of the shares of the Issuer's Common Stock in the past 60
days.
(d) No other person is known to have the right to receive, or
the power to direct the receipt of, dividends from, or the proceeds from the
sale of, the securities of the Issuer owned by the Reporting Persons.
(e) Not
applicable.
Item 6. Contracts, Arrangements,
Understandings or Relationships with Respect to Securities of the Issuer
The description of
the Stockholders Agreement contained in Item 4 above is incorporated into this
Item 6 by reference.
Item 7. Material
to Be Filed as Exhibits
Exhibit 1 Joint
Filing Agreement, dated as of October 19, 2016, by and between Western State
Design, LLC, Dennis Mack and Thomas Marks.
Exhibit 2 Asset
Purchase Agreement, dated as of September 7, 2016, by and among EnviroStar, Inc. and Western State Design, Inc., a wholly
owned subsidiary of EnviroStar, Inc., on the one
hand, and Dennis Mack, Tom Marks and Western State Design LLC, on the other
hand (incorporated by reference to Exhibit 2.1 to EnviroStar,
Inc's Current Report on Form 8-K, filed with the
Securities and Exchange Commission on September 9, 2016).
Exhibit 3 Stockholders
Agreement, dated as of October 10, 2016, by and between Symmetric Capital LLC,
Symmetric Capital II LLC, Henry M. Nahmad, Western
State Design, LLC, Dennis Mack and Tom Marks (incorporated by reference to
Exhibit 4.1 to EnviroStar, Inc's
Current Report on Form 8-K, filed with the Securities and Exchange Commission
on October 14, 2016).
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.
|
|
Dated
October 19, 2016
Western State Design, LLC
|
|
/s/ Dennis Mack
|
|
Signature
|
|
Dennis
Mack, Manager
|
|
Name/Title
|
|
/s/ Dennis Mack
|
|
Dennis Mack
|
|
/s/ Thomas Marks
|
|
Thomas Marks
|
|
The
original statement shall be signed by each person on whose behalf the statement
is filed or his authorized representative.
If the statement is signed on behalf of a person by his authorized
representative (other than an executive officer or general partner of this
filing person), evidence of the representative's authority to sign on behalf of
such person shall be filed with the statement, provided, however, that a power
of attorney for this purpose which is already on file with the Commission may
be incorporated by reference. The
name and any title of each person who signs the statement shall be typed or printed
beneath his signature.
Attention: Intentional
misstatements or omissions of fact constitute Federal criminal violations (See
18 U.S.C. 1001).