UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
SYNERGETICS USA, INC.
(Name of Issuer)
Common Stock
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(Title of Class of Securities)
87160G107
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(CUSIP Number)
Steven Becker
SRB Management, L.P.
300 Crescent Court, Ste. 1111
Dallas, Texas 75201
(214) 756-6056
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 5, 2009
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule l3G 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. |X|
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss. 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 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. 87160G107
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1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only):
Steven R. Becker
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2. Check the Appropriate Box if a Member of a Group (See Instructions):
(a) |_|
(b) |X|
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3. SEC Use Only
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4. Source of Funds (See Instructions):
AF/PF
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e):
Not Applicable
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6. Citizenship or Place of Organization:
United States
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Number of 7. Sole Voting Power: 1,510,444
Shares Beneficially -------------------------------------------------------
Owned by 8. Shared Voting Power: 0
Each Reporting -------------------------------------------------------
Person With 9. Sole Dispositive Power: 1,510,444
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10. Shared Dispositive Power: 0
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11. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,510,444
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions):
Not Applicable
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13. Percent of Class Represented by Amount in Row (11):
6.2%**
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14. Type of Reporting Person (See Instructions):
IN
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* Based on 24,484,053 shares of common stock issued and outstanding as of June
5, 2009, as reported by the issuer in its Quarterly Annual Report on Form 10-Q
filed with the Securities and Exchange for the period ended May 4, 2009.
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Cusip No. 87160G107
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1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only):
BC Advisors, LLC
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2. Check the Appropriate Box if a Member of a Group (See Instructions):
(a) |_|
(b) |X|
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3. SEC Use Only
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4. Source of Funds (See Instructions):
AF
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e):
Not Applicable
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6. Citizenship or Place of Organization:
Texas
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Number of 7. Sole Voting Power: 1,491,344
Shares Beneficially -------------------------------------------------------
Owned by 8. Shared Voting Power: 0
Each Reporting -------------------------------------------------------
Person With 9. Sole Dispositive Power: 1,491,344
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10. Shared Dispositive Power: 0
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11. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,491,344
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions):
Not Applicable
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13. Percent of Class Represented by Amount in Row (11):
6.1%*
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14. Type of Reporting Person (See Instructions):
HC/CO
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* Based on 24,484,053 shares of common stock issued and outstanding as of June
5, 2009, as reported by the issuer in its Quarterly Annual Report on Form 10-Q
filed with the Securities and Exchange for the period ended May 4, 2009.
-3-
Cusip No. 87160G107
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1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only):
SRB Management, L.P.
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2. Check the Appropriate Box if a Member of a Group (See Instructions):
(a) |_|
(b) |X|
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3. SEC Use Only
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4. Source of Funds (See Instructions):
AF
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e):
Not Applicable
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6. Citizenship or Place of Organization:
Texas
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Number of 7. Sole Voting Power: 1,491,344
Shares Beneficially -------------------------------------------------------
Owned by 8. Shared Voting Power: 0
Each Reporting -------------------------------------------------------
Person With 9. Sole Dispositive Power: 1,491,344
-------------------------------------------------------
10. Shared Dispositive Power: 0
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11. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,491,344
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions):
Not Applicable
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13. Percent of Class Represented by Amount in Row (11):
6.1%*
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14. Type of Reporting Person (See Instructions):
IA/PN
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* Based on 24,484,053 shares of common stock issued and outstanding as of June
5, 2009, as reported by the issuer in its Quarterly Annual Report on Form 10-Q
filed with the Securities and Exchange for the period ended May 4, 2009.
-4-
Item 1. Security and Issuer.
The class of equity securities to which this Schedule 13D relates is
the common stock ("Common Stock") of Synergetics USA, Inc., a Delaware
corporation (the "Company"). The principal executive offices of the Company are
located at 3845 Corporate Centre Drive, O'Fallon MO 63368.
Item 2. Identity and Background.
(a) The persons filing this statement (the "Reporting Person") are
Steven R. Becker ("Becker"), BC Advisors, LLC, a Texas limited
liability company ("BCA"), and SRB Management, L.P., a Texas
limited partnership ("SRB Management"). Mr. Becker is the sole
member of BCA and BCA is the general partner of SRB
Management. SRB Management is the general partner and
investment manager for SRB Greenway Opportunity Fund, L.P., a
Texas limited partnership ("Greenway Opportunity L.P."), and
SRB Greenway Opportunity Fund, (QP), L.P., a Texas limited
partnership, ("Greenway Opportunity QP," and together with
Greenway Opportunity L.P., the "Greenway Funds").
(b) The business address of each Reporting Person is 300 Crescent
Court, Suite 1111, Dallas, Texas 75201.
(c) The principal business of the Reporting Persons is serving as
investment manager of the Greenway Funds.
(d) No Reporting Persons has, during the last five years, been
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) No Reporting Person has, during the last five years, been a
party to a civil proceeding of a judicial or administrative
body of competent jurisdiction as a result of which such
Reporting Person 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.
(f) Mr. Becker is a United States citizen. BCA is a Texas limited
liability company and SRB Management is a Texas limited
partnership.
-5-
Item 3. Source and Amount of Funds or Other Consideration.
The funds used by the Reporting Persons to purchase the Common Stock
set forth herein on behalf of the Greenway Funds have come from the working
capital of the Greenway Funds and the funds used by Steven R. Becker to purchase
the 19,100 shares of Common Stock owned directly by him were his personal funds.
The aggregate amount of funds used in purchasing the securities set forth herein
was approximately $1,888,101, of which $1,864,226 was for the purchase of the
Common Stock on behalf of the Greenway Funds and $23,875 was for the purchase of
the 19,100 shares of Common Stock owned directly by Mr. Becker.
Item 4. Purpose of Transaction.
The Reporting Persons acquired the securities of the Company reported on
this Schedule 13D in the ordinary course of business because they believed such
securities represented an attractive investment. The Reporting Persons may in
the future acquire additional Common Stock or other securities of the Issuer, in
the open market, in privately-negotiated purchases or otherwise and may also,
depending on then current circumstances, dispose of all or a portion of the
Common Stock beneficially owned by them in one or more transactions. After
consideration of the Issuer's business and operations, the Reporting Persons
have decided as of the Reporting Date to engage the management and board of
directors of the Company in constructive discussions with a goal to improve the
Company's business and operations, and enhance shareholder value. The Reporting
Persons may, among other things, discuss corporate governance and board
representation.
Other than as described above in this Item 4, the Reporting Persons do not
have any plans or proposals that relate to or would result in, any actions or
events specified in clauses (a) through (j) of Item 4 to Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) The Reporting Persons may be deemed to beneficially own
collectively an aggregate of 1,510,444 shares of Common Stock,
representing 6.2% of the 24,484,053 shares of Common Stock
outstanding as of June 5, 2009, as reported by the issuer in
its Quarterly Report on Form 10-Q for the quarter ending May
4, 2009. The Reporting Persons may be deemed to beneficially
own 1,491,344 shares for the accounts of the Greenway Funds
and Steven R. Becker is the beneficial owner and directly owns
an additional 19,100 shares of Common Stock for his own
account. Mr. Becker may be deemed to also beneficially own the
1,491,344 shares held for the benefit of the Greenway Funds by
virtue of his position as managing member of BCA, which is
general partner of SRB Management.
(b) The Reporting Persons have the sole power to vote and direct
the disposition of the shares of Common Stock for which they
are deemed to be the beneficial owners.
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(c) During the past 60 days, the Reporting Persons have effected
the transactions in the Common Stock listed in Annex A
attached hereto, all of which were effected in the open
market.
(d) The Greenway Funds have the right to receive the dividends
from and the proceeds from the sale of the shares beneficially
owned for the accounts of the Greenway Funds, 1,327,296 shares
of which are held for the account of Greenway Opportunity Fund
(QP), L.P., which represents approximately 5.4% of the
outstanding common stock of the Company.
(e) Not applicable.
Item 6. Contracts, Arrangement, Understanding or Relationships with respect to
Securities of the Issuer.
Not applicable.
Item 7. Material to be Filed as Exhibits.
Exhibit 1. Joint filing agreement by and among the Reporting Persons
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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 6, 2009
STEVEN R. BECKER
/s/ Steven R. Becker
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BC ADVISORS, LLC
/s/ Steven R. Becker
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Steven R. Becker, Member
SRB MANAGEMENT, L.P.
By: BC Advisors, LLC, its general partner
/s/ Steven R. Becker
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Steven R. Becker, Member
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1001)
-8-
Annex A
Transaction Date Transaction Shares Price Per Share
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08/07/2009 Buy 6,230 $1.20
08/07/2009 Buy 770 $1.20
08/10/2009 Buy 3,827 $1.22
08/10/2009 Buy 473 $1.22
08/11/2009 Buy 13,261 $1.24
08/11/2009 Buy 1,639 $1.24
08/14/2009 Buy 24,564 $1.34
08/14/2009 Buy 3,036 $1.34
09/02/2009 Buy 890 $1.25
09/02/2009 Buy 110 $1.25
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EXHIBIT 1
JOINT FILING STATEMENT
PURSUANT TO RULE 13d-1(k)
The undersigned acknowledge and agree that the foregoing statement on Schedule
13D is, and all subsequent amendments thereto shall be, filed on behalf of each
of the undersigned pursuant to and in accordance with the provisions of Rule
13d-1(k) of Regulation 13D of the General Rules and Regulations under the
Securities Exchange Act of 1934, as amended.
Dated October 6, 2009
BC ADVISORS, LLC
By: /s/ Steven R. Becker
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Steven R. Becker, Member
SRB MANAGEMENT, L.P.
By: BC Advisors, LLC, its general partner
By: /s/ Steven R. Becker
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Steven R. Becker, Member
STEVEN R. BECKER
/s/ Steven R. Becker
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