UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Tessco Technologies Incorporated
(Name of Issuer)
Common Stock, $.01 Par Value
(Title of Class of Securities)
Robert J. Mittman, Esquire
Blank Rome LLP
The Chrysler Building
405 Lexington Avenue
New York, New York 10174-0208
(212) 885-5000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications
July 1, 2008
(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. o
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 persons 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).
Persons who respond to the collection of information contained in this form are not required to
respond unless the form displays a currently valid OMB control number.
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Item 1. SECURITY AND ISSUER.
This Amendment No. 1 to the statement relates to shares of the Common Stock, par value $.01
per share (the Shares), of Tessco Technologies Incorporated, a Delaware corporation (the Issuer
or Tessco). The address of the principal executive offices of the Issuer is 11126 McCormick Road,
Hunt Valley, Maryland 21031.
Item 2. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of 4:00 pm, New York City time, on the filing date of this Schedule 13D, Brightpoint
beneficially owned, in the aggregate, 0 Shares.
(b) On July 1, 2008, Brightpoint sold 470,000 Shares to the Issuer for an aggregate purchase
price of $6,410,800 in a privately negotiated transaction.
Item 4. PURPOSE OF TRANSACTION.
See Item 6 below.
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Item 6. |
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CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE
ISSUER. |
On July 1, 2008, Brightpoint and Tessco entered into a Stock Repurchase Agreement relating to
the sale of the Shares (the Agreement). Pursuant to the Agreement, Brightpoint completed a proxy
card appointing Robert Barnhill, Jr., Tesscos president and chief executive officer and a director
of Tessco, and David M. Young, Tesscos senior vice president, chief financial officer and
corporate secretary, as proxy to vote such Shares at the Annual Meeting of Tessco Stockholders to
be held on July 24, 2008 (a) in favor of the directors nominated and recommended by Tesscos Board
of Directors for election at such meeting and (b) in accordance with the recommendation of Tesscos
Board of Directors for all other matters that is subject to a vote of Tesscos stockholders at such
meeting. Pursuant to the Agreement, Brightpoint also agreed that for a period of one year from the
date of the Agreement, that it will not and will not cause its affiliates to directly or
indirectly, acquire or offer, seek or propose to acquire beneficial ownership (as defined in Rule
13d-3 under the Securities Exchange Act of 1934), of any of the assets, businesses or securities of
Tessco or any of its affiliates, including rights or options to acquire such ownership. Except as
described herein, to the knowledge of Brightpoint, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) between Brightpoint and any other person with
respect to the securities of the Issuer, including, but not limited to, transfer or voting of any
of the securities, finders 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 or any
pledge or contingency, the occurrence of which would give another person voting or investment power
over the securities of the Issuer.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
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Exhibit A |
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Stock Repurchase Agreement dated as of July 1, 2008 between Tessco Technologies
Incorporated and Brightpoint, Inc. |
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