The New Steiner Mitchell Shuster Holding in Female Health Co
Steiner Mitchell Shuster filed with the SEC SC 13D form for Female Health Co. The form can be accessed here: 000119312516761759. As reported in Steiner Mitchell Shuster’s form, the filler as of late owns 19.9% or 7,561,949 shares of the Consumer Staples–company.
Female Health Co stake is a new one for the and it was filed because of activity on October31, 2016. We feel this shows Steiner Mitchell Shuster’s positive view for the stock.
Reasons Why Steiner Mitchell Shuster Bought – Female Health Co Stock
Purpose of Transaction
The information contained in Items 3 and 6 of this statement is incorporated herein by reference.
On October31, 2016, the Issuer, APP and APP Merger Sub entered into the Amended Merger Agreement, pursuant to which APP became awholly-owned subsidiary of the Issuer through the merger of APP Merger Sub with and into APP with APP continuing as the surviving corporation (the “Merger”).
|CUSIP No.314462102||13D||Page 4 of 7 Pages|
Pursuant to the terms of the Amended Merger Agreement and pursuant to the Merger, alloutstanding shares of APP common stock and preferred stock were converted into the right to receive, in the aggregate, 2,000,000 shares of FHC Common Stock and 546,756 shares of Series4 Preferred Stock. Each share of Series4 PreferredStock will automatically convert into 40 shares of FHC Common Stock upon the approval by the requisite vote of the Issuer’s stockholders of (i)an amendment to the Issuer’s Amended and Restated Articles of Incorporation to increasethe total number of authorized shares of FHC Common Stock to a sufficient amount to permit such conversion and (ii)such conversion of the Series 4 Preferred Stock pursuant to the applicable NASDAQ rules. After giving effect to such conversion,the former APP stockholders will own approximately 23,870,000 shares of FHC Common Stock in total, constituting approximately 45% of the outstanding shares of FHC Common Stock as of the date of the Merger.
Amendment to Articles of Incorporation. On October31, 2016, immediately prior to the closing of the Merger, the Issuer filedArticles of Amendment (the “Articles of Amendment”) to the Issuer’s Amended and Restated Articles of Incorporation containing the Statement of Terms of the Series 4 Preferred Stock. Pursuant to the Articles of Amendment, the terms ofthe Series4 Preferred Stock include the following:
Each share of Series4 Preferred Stock will automatically convert into 40 shares of FHC Common Stock upon receipt by the Issuer of approval by theaffirmative vote of the holders of the Issuer’s capital stock by the required vote under the Wisconsin Business Corporation Law and the NASDAQ listing rules, as applicable, of (i)an amendment to the Issuer’s Amended and RestatedArticles of Incorporation to increase the total number of authorized shares of FHC Common Stock by a sufficient amount to permit such conversion and (ii)the conversion of the Series 4 Preferred Stock pursuant to applicable NASDAQ rules.
Upon a Liquidation Event, the holders of the Series4 Preferred Stock will be entitled to a liquidation preference equal to the greater of(i)$1.00 per share or (ii)the amount holders would have received if the Series4 Preferred Stock had converted to FHC Common Stock. For purposes of the Articles of Amendment, a “Liquidation Event” includes any voluntary orinvoluntary liquidation, dissolution or winding up of the Issuer and certain transactions involving an acquisition of the Issuer (which are referred to as “Fundamental Changes” in the Articles of Amendment).
The Series4 Preferred Stock is redeemable on the first to occur of (i)the 20th anniversary of the date of original issuance or (ii)aFundamental Change, at a price equal to $1.00 per share, unless converted into FHC Common Stock prior to such redemption.
The Series4 Preferred Stock is senior to all existing and future classes of the Issuer’s capital stock upon a Liquidation Event, and nosenior or additional pari passu preferred stock may be issued without the consent of the holders of a majority of the outstanding shares of Series4 Preferred Stock.
The Series 4 Preferred Stock participates in dividends paid to holders of the FHC Common Stock on an as converted basis.
The Series4 Preferred Stock has one vote per share and will generally vote with the FHC Common Stock on a one share to one share basis.
|CUSIP No.314462102||13D||Page 5 of 7 Pages|
Board Composition and Officer Appointments. Upon consummation of the Merger andpursuant to the terms of the Amended Merger Agreement (i)four members of the Board of Directors of the Issuer (the “Board”) resigned, the Board was set at nine directors and six new members of the Board were appointed, including theReporting Person, and (ii)the Reporting Person was appointed as the President and Chief Executive Officer of the Issuer. In addition, effective upon the consummation of the Merger, a new Chief Financial Officer and Chief Operating Officer ofthe Issuer was appointed.
Stockholder Meeting. Pursuant to the terms of the Amended Merger Agreement, the Issuer hasagreed, not later than the 2017 annual meeting of its stockholders, to submit to a duly held meeting of its stockholders for approval by the affirmative vote of the holders of Issuer’s capital stock required under the Wisconsin BusinessCorporation Law and NASDAQ Listing Rule 5635(a), the proposals required to be approved by the Issuer’s stockholders to effect the mandatory conversion of all of the shares of Series 4 Preferred Stock into shares of FHC Common Stock inaccordance with the terms of the Articles of Amendment.
The foregoing summary is qualified in its entirety by reference tothe Amended Merger Agreement and the Articles of Amendment, which are attached hereto as Exhibits 1 and 2, respectively, and incorporated herein by reference.
Female Health Co Institutional Sentiment
Latest Security and Exchange filings show 38 investors own Female Health Co. The institutional ownership in Q3 2015 is low, at 25.39% of the outstanding shares. This is increased by 2898777 the total institutional shares. 7374866 were the shares owned by these institutional investors. In total 4 funds opened new Female Health Co stakes, 10 increased stakes. There were 20 that closed positions and 11 reduced them.
Brandes Investment Partners Lp is an institutional investor bullish on Female Health Co, owning 20239 shares as of Q3 2015 for less than 0.01% of its portfolio. North Star Investment Management Corp owns 475025 shares or 0.15% of its portfolio. IL Pekin Singer Strauss Asset Management have 0.01% of their stock portfolio for 38600 shares. Further, Quantum Capital Management reported stake worth less than 0.01% of its US stock portfolio. The PA Connors Investor Services Inc owns 95000 shares. Female Health Co is 0.03% of the manager’s US portfolio.
The Female Health Company is engaged in development, manufacture, and marketing of consumer healthcare products. The Company manufactures, markets and sells FC2 Female Condom (FC2). Its FC2 is primarily used for disease prevention and family planning. The Company’s FC2 product facilitates dual protection for women against both unintended pregnancy and sexually transmitted infections (STIs), including human immunodeficiency virus (HIV) and acquired immune deficiency syndrome (AIDS). Public health sector is the Company’s main market. It offers FC2 in over 140 countries. It also offers male condoms. It offers FC2 from a nitrile polymer formulation. FC2 consists of a soft, loose fitting sheath and two rings: an external ring of rolled nitrile and a loose internal ring made of flexible polyurethane. FC2’s soft sheath lines the vagina, preventing skin-to-skin contact during intercourse. Its external ring remains outside the vagina, partially covering the external genitalia.
SEC Form 13D is filed within 10 days, by anyone who acquires beneficial ownership of 5%+ of any public firm. Activist investors and practices such as: company breakups, hostile takeovers, and change of control events, are permitted for this form filers. A filer must promptly update its 13D filing in case of acquisition or disposition of 1% or more of the securities that are the subject of the filing.
Insitutional Activity: The institutional sentiment increased to 0.86 in Q2 2016. Its up 0.21, from 0.65 in 2016Q1. The ratio increased, as 6 funds sold all Female Health Co shares owned while 8 reduced positions. 5 funds bought stakes while 7 increased positions. They now own 2.67 million shares or 21.23% less from 3.39 million shares in 2016Q1.
Connors Investor Serv Inc has 95,000 shares for 0.02% of their US portfolio. Manufacturers Life Insur The holds 1,420 shares or 0% of its portfolio. Gsa Cap Prtn Limited Liability Partnership holds 244,873 shares or 0.02% of its portfolio. Moreover, Blackrock Inv Mgmt Ltd Liability Company has 0% invested in Female Health Co (NASDAQ:FHCO) for 4,747 shares. Tower Capital Limited Liability Com (Trc) has 10,974 shares for 0% of their US portfolio. Geode Mgmt Limited Liability, a Massachusetts-based fund reported 93,256 shares. Vanguard Gru Inc last reported 785,298 shares in the company. Comml Bank Of Montreal Can has 71 shares for 0% of their US portfolio. Comml Bank Of America De has invested 0% of its portfolio in Female Health Co (NASDAQ:FHCO). Goldman Sachs Gru Incorporated last reported 0% of its portfolio in the stock. Eqis Management holds 0% of its portfolio in Female Health Co (NASDAQ:FHCO) for 33,359 shares. Royal Natl Bank Of Canada has 400 shares for 0% of their US portfolio. Deutsche National Bank Ag holds 0% or 25 shares in its portfolio. Creative Planning reported 11,019 shares or 0% of all its holdings. The California-based Brandes Investment Partners Lp has invested 0% in Female Health Co (NASDAQ:FHCO).
Insider Transactions: Since May 20, 2016, the stock had 8 buys, and 0 sales for $75,287 net activity. The insider LOVE ANDREW S JR bought $20,400. Another trade for 500 shares valued at $631 was made by GARGIULO WILLIAM R JR on Monday, May 23. 100 shares with value of $126 were bought by BETHUNE DAVID R on Friday, May 20. The insider PARRISH O B bought $12,909. $5,115 worth of Female Health Co (NASDAQ:FHCO) was bought by Greco Michele.
Analysts await Female Health Co (NASDAQ:FHCO) to report earnings on December, 6.
The stock closed at $0.92 during the last session. It is down 46.51% since April 5, 2016 and is downtrending. It has underperformed by 48.47% the S&P500.
The Female Health Company is engaged in development, manufacture, and marketing of consumer healthcare products. The company has a market cap of $23.92 million. The Firm makes, markets and sells FC2 Female Condom . It has a 9.57 P/E ratio. The Company’s FC2 is primarily used for disease prevention and family planning.
More notable recent Female Health Co (NASDAQ:FHCO) news were published by: Streetinsider.com which released: “The Female Health Co (FHCO) Announces Completion of Aspen Park Pharmaceuticals …” on October 31, 2016, also Thestreet.com with their article: “Why The Female Health Company (FHCO) Stock Is Surging Today” published on October 02, 2014, Seekingalpha.com published: “Female Health Company: A Stock That Just Turned Into An Option” on April 06, 2016. More interesting news about Female Health Co (NASDAQ:FHCO) were released by: Seekingalpha.com and their article: “Female Health Co. Ready To Make An Acquisition?” published on February 03, 2016 as well as Streetinsider.com‘s news article titled: “Form 4 FEMALE HEALTH CO For: Oct 31 Filed by: PARRISH OB” with publication date: November 02, 2016.
According to Zacks Investment Research, “The Female Health Company manufactures, markets and sells the Female Condom, the only FDA-approved product under a woman’s control which can prevent unintended pregnancy and sexually transmitted diseases, including HIV/AIDS. It is the only HIV/AIDS product specifically developed and approved by regulatory agencies in the U.S., the European Union, Japan and The People’s Republic of China, among others, since the epidemic began about twenty years ago for the prevention of the transmission of HIV/AIDS through sexual contact.”
FHCO Company Profile
The Female Health Company, incorporated on February 2, 1971, is a Female Condom company. The Firm is engaged in manufacturing, marketing and selling FC2 Female Condom (FC2). FC2 is used for both disease prevention and family planning, the public health sector is the Companyâ€™s market. The Firm operates in one industry segment which includes the development, manufacture and marketing of consumer health care products. The FC2 product offered by the Company facilitates dual protection for women against both unintended pregnancy and STIs, including HIV and AIDS, its market encompasses both family planning and disease prevention. FC2â€™s primary usages are for disease prevention and family planning, the public health sector is the Companyâ€™s main market.
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