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Item
1.
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Security and
Issuer.
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This
statement relates to shares of the Common Stock, par value $0.01 per share (the
“Shares”), of Alloy, Inc. (the “Issuer”). The address of the
principal executive offices of the Issuer is 151 West 26th
Street, 11th
Floor, New York, New York 10001.
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Item
2.
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Identity and
Background.
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(a) This
statement is being filed by Simcoe Partners, L.P., a Delaware limited
partnership (“Simcoe”), Simcoe Opportunity Partners, L.P., a Delaware limited
partnership (“Simcoe Opportunity”), Simcoe Service Company, LLC, a Delaware
limited liability company (“Simcoe Service”), Simcoe Management Company, LLC, a
Delaware limited liability company (“Simcoe Management”), and Jeffrey
Jacobowitz.
Each of
the foregoing is referred to as a “Reporting Person” and collectively as the
“Reporting Persons.” Each of the Reporting Persons is party to the
Joint Filing Agreement, as further described in Item 6. Accordingly,
the Reporting Persons are hereby filing a joint Schedule 13D.
(b) The
principal business address of each of the Reporting Persons is 110 East 42nd
Street, Suite 1100, New York, New York 10017.
(c) The
principal business of each of Simcoe and Simcoe Opportunity is to engage in
certain investment activities, including, but not limited to, the purchase of
marketable and non marketable securities. Simcoe Service is the
manager of all Simcoe entities, as well as a certain managed account (the
“Managed Account”). The principal business of Simcoe Management is to
serve as the general partner of each of Simcoe and Simcoe
Opportunity. Jeffrey Jacobowitz is the manager of each of Simcoe
Management and Simcoe Service and is a managing director at Robotti &
Company, LLC.
(d) During
the last five years, none of the Reporting Persons has been convicted in a
criminal proceeding (excluding traffic violations and similar
misdemeanors).
(e) During
the last five years, none of the Reporting Persons has been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction nor,
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.
(f) Jeffrey
Jacobowitz is a citizen of the United States.
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Item
3.
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Source and Amount of
Funds or Other
Consideration.
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The
Shares purchased by Simcoe, Simcoe Opportunity and the Managed Account were
purchased with working capital in open market purchases, except as otherwise
noted, as set forth in Schedule A, which is incorporated by reference
herein. The aggregate purchase cost of the 650,000 Shares
beneficially owned in the aggregate by Simcoe, Simcoe Opportunity and the
Managed Account is approximately $4,575,495, including brokerage
commissions.
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Item
4.
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Purpose of
Transaction
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The
Reporting Persons originally acquired the Shares based on the Reporting Persons’
belief that the Shares, when purchased, were undervalued and represented an
attractive investment opportunity. Depending upon overall market
conditions, other investment opportunities available to the Reporting Persons
and the availability of Shares at prices that would make the purchase or sale of
Shares desirable, the Reporting Persons may endeavor to increase or decrease
their position in the Issuer through, among other things, the purchase or sale
of Shares on the open market or in private transactions or otherwise, on such
terms and at such times as the Reporting Persons may deem
advisable.
No
Reporting Person has any present plan or proposal which would relate to or
result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of
Schedule 13D except as set forth herein or such as would occur upon completion
of any of the actions discussed herein. The Reporting Persons intend
to review their investment in the Issuer on a continuing basis and have, and
will continue to have, communications with management and the Board of the
Issuer regarding making proposals to the Issuer concerning suggestions with
respect to the operations, capitalization and Board composition of the
Issuer.
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Item
5.
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Interest in Securities
of the Issuer.
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(a) The
aggregate percentage of Shares reported owned by each person named herein is
based upon 12,942,077 Shares outstanding as of November 30, 2009, which is the
total number of Shares outstanding as reported in the Issuer’s Quarterly Report
on Form 10-Q, filed with the Securities and Exchange Commission on December 8,
2009.
As of the
close of business on February 3, 2010, Simcoe beneficially owned 202,250 Shares,
representing approximately 1.6% of the Shares outstanding.
As of the
close of business on February 3, 2010, Simcoe Opportunity beneficially owned
420,000 Shares, representing approximately 3.2% of the Shares
outstanding.
As of the
close of business on February 3, 2010, the Managed Account beneficially owned
27,750 Shares, representing less than 1% of the Shares
outstanding. Simcoe Service, as the manager of the Managed Account,
may be deemed to beneficially own the 27,750 Shares beneficially owned by the
Managed Account, representing less than 1% of the Shares
outstanding.
Simcoe
Management, as the general partner of each of Simcoe and Simcoe Opportunity, may
be deemed to beneficially own the 622,250 Shares beneficially owned in the
aggregate by Simcoe and Simcoe Opportunity, representing approximately 4.8% of
the Shares outstanding. Simcoe Management disclaims beneficial
ownership of the Shares beneficially owned in the aggregate by Simcoe and Simcoe
Opportunity, except to the extent of its pecuniary interest therein
Jeffrey
Jacobowitz, as the manager of each of Simcoe Management and Simcoe Service, may
be deemed to beneficially own the 650,000 Shares beneficially owned in the
aggregate by Simcoe, Simcoe Opportunity and Simcoe Service, representing
approximately 5.0% of the Shares outstanding. Jeffrey Jacobowitz
disclaims beneficial ownership of the Shares beneficially owned in the aggregate
by Simcoe, Simcoe Opportunity and Simcoe Service, except to the extent of his
pecuniary interest therein.
(b) Each
of Simcoe, Simcoe Management and Jeffrey Jacobowitz has sole voting and
dispositive power over the Shares beneficially owned by Simcoe by virtue of each
such entity and person’s relationship to the other as described in Item
2. Each of Simcoe Opportunity, Simcoe Management and Jeffrey
Jacobowitz has sole voting and dispositive power over the Shares beneficially
owned by Simcoe Opportunity by virtue of each such entity and person’s
relationship to the other as described in Item 2. Each of Simcoe
Service and Jeffrey Jacobowitz has sole voting and dispositive power over the
Shares beneficially owned by the Managed Account by virtue of each such entity
and person’s relationship to the Managed Account as described in Item
2.
(c) Schedule
A annexed hereto lists all transactions in securities of the Issuer during the
past sixty days by the Reporting Persons. All of such transactions
were effected in the open market, unless otherwise noted.
(d) No
person other than the Reporting Persons is known to have the right to receive,
or the power to direct the receipt of dividends from, or proceeds from the sale
of, such Shares, except for the client of Simcoe Service with respect to the
Shares held in the Managed Account.
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Item
6.
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Contracts,
Arrangements, Understandings or Relationships With Respect to Securities
of the Issuer.
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On
February 4, 2010, the Reporting Persons entered into a Joint Filing Agreement in
which the Reporting Persons agreed to the joint filing on behalf of each of them
of statements on Schedule 13D, with respect to securities of the Issuer, to the
extent required by applicable law. A copy of this agreement is
attached hereto as Exhibit 99.3 hereto and is incorporated herein by
reference.
Other
than as described herein, there are no contracts, arrangements, understandings
or relationships among the Reporting Persons, or between the Reporting Persons
and any other person, with respect to the securities of the Issuer.
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Item
7.
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Material to be Filed
as Exhibits.
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99.1
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Joint
Filing Agreement by and among Simcoe Partners, L.P., Simcoe Opportunity
Partners, L.P., Simcoe Service Company, LLC, Simcoe Management Company,
LLC and Jeffrey Jacobowitz, dated February 4,
2010.
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SIGNATURES
After
reasonable inquiry and to the best of his knowledge and belief, each of the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: February
4, 2010
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By:
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Simcoe
Management Company, LLC,
its
general partner
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By:
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Name:
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Jeffrey
Jacobowitz
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Title:
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Manager
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SIMCOE
OPPORTUNITY PARTNERS, L.P.
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By:
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Simcoe
Management Company, LLC,
its
general partner
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By:
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Name:
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Jeffrey
Jacobowitz
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Title:
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Manager
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SIMCOE
SERVICE COMPANY, LLC
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By:
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Name:
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Jeffrey
Jacobowitz
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Title:
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Manager
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SIMCOE
MANAGEMENT COMPANY, LLC
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By:
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Name:
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Jeffrey
Jacobowitz
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Title:
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Manager
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SCHEDULE
A
Transactions in the Shares
During the Past 60 Days
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Shares
of Common Stock
Purchased/(Sold)
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Price
Per
Share($)
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Date
of
Purchase/Sale
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SIMCOE PARTNERS,
L.P.
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3,204
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7.51
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12/18/2009
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1,945
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7.71
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12/22/2009
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1,227
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7.69
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12/23/2009
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50,000
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8.12
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12/24/2009
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700
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7.78
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12/28/2009
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4,128
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7.87
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12/29/2009
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20,856
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8.05
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01/21/2010
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1,768
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8.01
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01/22/2010
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27,376
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7.90
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01/25/2010
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2,250
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7.90
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01/26/2010
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SIMCOE OPPORTUNITY PARTNERS,
L.P,
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27,500
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8.00
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11/30/2009
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7,500
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8.02
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12/01/2009
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902
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7.06
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12/15/2009
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8,100
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7.29
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12/16/2009
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18,828
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7.41
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12/17/2009
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11,830
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7.90
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01/08/2010
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17,091
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7.91
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01/11/2010
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4,552
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7.99
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01/12/2010
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2,894
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7.91
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01/13/2010
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49,065
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8.05
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01/14/2010
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4,056
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7.91
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01/15/2010
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22,576
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7.95
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01/19/2010
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3,267
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8.01
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01/20/2010
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68,169
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8.05
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01/21/2010
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SIMCOE SERVICE COMPANY,
LLC
(Through the Managed
Account)
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4,000
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8.10
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12/30/2009
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6,750
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7.91
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01/08/2010
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2,250
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7.91
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01/26/2010
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SIMCOE MANAGEMENT COMPANY,
LLC
NONE
JEFFREY
JACOBOWITZ
NONE
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