Savvy Trades and Investments

[2morrowsGains]

WSTG...Wow...The buyout offer is connected to prior CEO of Wayside (at least that's what it looks like to me). This guy Nynens was CEO/President of Wayside from 2006 to 2018 (from what I can tell) and jumped ship in 2018. Looks like he now wants to run the show again?? What a coincidence. All while WSTG is headed towards new multi-year high gross profits?
Here's a closer look...

EATONTOWN, NJ, May 14, 2018 – Wayside Technology Group, Inc. (NASDAQ: WSTG) (the “Company”) today announced that Simon F. Nynens has resigned as the Company’s President and Chief Executive Officer and also as a director and the Chairman of the Board of Directors of the Company, effective May 11, 2018. Mr. Nynens does not intend to stand for election as a director at the Company’s 2018 Annual Meeting of Stockholders.
https://www.waysidetechnology.com/content/releases/2018/Wayside-CEO-Departure-Press-Release.pdf

May 16, 2018
Mr. Nynens beneficially owns, within the meaning of Rule 13d-3 under the Exchange Act, an aggregate of 278,363 shares of Common Stock, representing 6.13% of the outstanding shares of Common Stock based on 4,541,203 shares of Common Stock outstanding as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarter ended March 31, 2018
Mr. Nynens in his individual capacity holds sole voting and dispositive power with respect to 278,363 shares of Common Stock.
https://secfilings.nasdaq.com/filingFrameset.asp?FilingID=13496159&RcvdDate=6/17/2019&CoName=WAYSIDE%20TECHNOLOGY%20GROUP%2C%20INC.&FormType=SC%2013D&View=html

11/27/2019
On November 27, 2019, Nynens entered into an agreement (the “Agreement”) with SKK LLC, in collaboration with N&W (and together with SKK LLC and each of its affiliates, “SKK”), with respect to (i) the shares of Common Stock owned by Nynens (the “Shares”) and (ii) an investment vehicle, to be advised and controlled by SKK (the “Purchase Vehicle”), to be formed to acquire up to 100% of the outstanding capital stock of the Issuer (the “Potential Transaction”). Under the Agreement, Nynens granted to SKK, Samuel Kidston and designees of SKK an irrevocable proxy to vote Nynens’ Shares in favor of the Potential Transaction, against any Third-Party Acquisition (as defined in the Agreement) and as directed by SKK with respect to the election of directors nominated by persons other than the Issuer. The Agreement provides that Nynens may vote his Shares in his discretion with respect to any other matter, provided that the parties will use reasonable efforts to mutually agree on the manner in which Nynens’ Shares will be voted. The Agreement also includes restrictions on Nynens’ ability to transfer his Shares, enter into derivative transactions, purchase or otherwise acquire Shares or other securities of the Issuer, or grant proxies or powers of attorney, or enter into voting agreements, with respect to his Shares.

The Agreement provides that SKK will make all decisions with respect to (i) any investment in securities of the Issuer and the voting of any securities of the Issuer owned by the Purchase Vehicle, SKK, Nynens (to the extent provided in the Agreement) or any of their respective affiliates, (ii) all aspects of the Potential Transaction, including, without limitation, the making of any proposals or offers for the Potential Transaction, the structuring of the Potential Transaction and the negotiation of definitive agreements providing for the Potential Transaction, and (iii) any proxy contest, proxy solicitation, written consent solicitation or other action relating to or potentially affecting the composition of the Board or organizational or governing documents of the Issuer. In the Agreement, Nynens acknowledged that SKK has had discussions with potential debt and equity financing sources for the Potential Transaction and that SKK shall have the authority to continue to engage in such discussions with such potential financing sources and such additional financing sources as it may determine, and to negotiate the terms of such financing, including any commitment letter and definitive agreements relating thereto. In connection with the financing of the Potential Transaction, Nynens agreed to use reasonable best efforts to contribute up to $300,000 (either in cash or Shares) to the Purchase Vehicle (or other entity designated by SKK) immediately prior to consummation of the Potential Transaction upon such terms as are mutually acceptable to the parties (but Nynens shall otherwise be entitled to receive the applicable per share consideration for his Shares payable to all stockholders of the Issuer in the event of the consummation of the Potential Transaction or a Third-Party Acquisition). SKK will consult with Nynens regarding the foregoing matters as it deems reasonably necessary or appropriate. Following a successful consummation of the Potential Transaction, the Agreement provides that, unless Nynens has engaged in conduct that could reasonably be expected to be materially damaging to the reputation of Nynens or the Issuer, the parties shall use reasonable best efforts to (i) appoint Nynens as Executive Chairman of the Issuer at an annual base salary of $250,000 for a minimum term of three (3) years, and (ii) grant Nynens stock options or comparable equity awards representing three percent (3%) of the outstanding equity in the Issuer, in each case subject to mutually agreeable terms and conditions to be negotiated in good faith by the parties.

In consideration for Nynens’ agreements, the Agreement provides that Nynens will be entitled to receive an allocation of one-third of any performance-based compensation paid or allocated to the general partner from the Purchase Vehicle. Nynens will not be subject to any fees from SKK or any of its affiliates arising out of any investment by him in the Purchase Vehicle, but, upon a sale or other disposition of his Shares, including in connection with a third-party acquisition of the Issuer, Nynens has agreed to pay to SKK an amount equal to 15% of any increase in value of such Shares over a base price of $14.00 per share (calculated based on the net cash amount actually received by Nynens with respect to such Shares upon their sale or other disposition, as well as dividends and other similar amounts received by Nynens with respect to such Shares in excess of the quarterly dividend paid by the Issuer in the ordinary course), less the amount of any break-up or termination fee received by SKK or its affiliates pursuant to any definitive agreement providing for the Potential Transaction.
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Item 5. Interest in Securities of the Issuer
(a) Nynens beneficially owns, within the meaning of Rule 13d-3 under the Exchange Act, an aggregate of 261,631 shares of Common Stock, representing 5.81% of the outstanding shares of Common Stock based on 4,505,693 shares of Common Stock outstanding as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2019.
By virtue of the proxy granted to SKK pursuant to the Agreement, the SKK Reporting Persons may be deemed to share the power to vote and dispose or direct the disposition of the shares of Common Stock beneficially owned by Nynens in accordance with the terms of the Agreement. See the discussion of the Agreement contained in Item 4 hereof.
(b) Nynens holds of record and directly beneficially owns and has the shared direct power to vote and shared direct power to dispose of 261,631 shares of Common Stock.
(c) Except for the Agreement, and the transactions contemplated by the Agreement, Nynens has not effected any transaction in the Common Stock during the 60 days prior to the filing of this Amendment.
https://secfilings.nasdaq.com/filingFrameset.asp?FilingID=13770587&RcvdDate=11/27/2019&CoName=WAYSIDE%20TECHNOLOGY%20GROUP%2C%20INC.&FormType=SC%2013D/A&View=html