UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. _)*
Multiband Corporation, Inc.
(Name of Issuer)
Common Stock, no par value
(Title of Class Securities)
62544X209
(CUSIP Number)
J. Carlo Cannell
Cannell Capital LLC
P.O. Box 3459, 310 East Pearl Street Unit A., Jackson, WY 83001
(307) 733-2284
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
December 13, 2012
(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 ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box [x].
*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 the
disclosure provided in a prior cover page.
The information required in 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).
(Continued on following page(s))
CUSIP No. 62544X209
13D
1. NAME OF REPORTING PERSONS
Cannell Capital LLC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) (b)
3. SEC USE ONLY
4. SOURCE OF FUNDS*
WC/OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
2,468,393*
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
2,468,393*
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,468,393*
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.38%*
14. TYPE OF REPORTING PERSON*
IA
* Based on information set forth on the Form 10-K of Multiband Corporation,
Inc. (the "Issuer") as filed with the Securities and Exchange Commission on
November 14, 2012, there were 21,690,000 shares of Common Stock with no par
value, (the "Shares"), of the Issuer issued and outstanding as of November 19,
2012. As of November 19, 2012 (the "Reporting Date"), the Cuttyhunk II Fund
("Cuttyhunk"), Optima UCITS Umbrella Plc/Cannell UCITS Fund ("Cannell UCITS"),
Tonga Partners, L.P. ("Tonga"), Tristan Partners, L.P. ("Tristan"), the
Tristan Offshore Fund Ltd. ("Tristan Offshore"), and sundry separately managed
accounts, over which Cannell Capital LLC has investment discretion (("Cannell
SMAs") and collectively with Cuttyhunk, Tonga, Tristan, Tristan Offshore and
Cannell UCITS, the "Investment Vehicles"), held in the aggregate 2,468,393.
Shares. Cannell Capital LLC acts as the investment adviser to Cannell UCITS,
Cuttyhunk, Tristan Offshore, and the Cannell SMAs and Mr. J. Carlo Cannell is
the sole managing member of Cannell Capital LLC. The Reporting Person
possesses the sole power to vote and to direct the disposition of the Shares
held by the Investment Vehicles.
Thus, as of the Reporting Date, for the purposes of Reg. Section 240.13d-3,
the Reporting Person may be deemed to beneficially own 2,468,393 Shares, or
approximately 11.38% of the Shares deemed issued and outstanding as of the
Reporting Date.
Item 1. Security and Issuer
This statement relates to the Common Stock with no par value (the "Shares"),
of Multiband Corporation, Inc. (the "Issuer"), a Minnesota corporation. The
address of the principal executive offices of the Issuer is 5605 Green Circle
Drive, Minnetonka, Minnesota 55343.
Item 2. Identity and Background
a) The name of the Reporting Person is Cannell Capital LLC (the "Reporting
Person").
The Reporting Person is an investment adviser to various separately managed
accounts ("Cannell SMAs") and the following entities (each an "Investment
Vehicle" and collectively the "Investment Vehicles"):
Cuttyhunk II Fund LLC
Tristan Offshore Fund, Ltd.
Optima UCITS Umbrella Plc/Cannell UCITS Fund
Tonga Partners, L.P.
Tristan Partners, L.P.
In addition to being their investment adviser, the Reporting Person is also
the general partner of Tristan Partners, L.P. and Tonga Partners, L.P.
Set forth in the attached Annex A and incorporated herein by reference is a
listing of the directors, general partners, managing members and controlling
persons of the Reporting Person and the Investment Vehicles (collectively,
the "Covered Persons"), and sets forth the principal occupation, citizenship
and principal place of business of each Covered Person.
b) The principal business address of the Reporting Person is:
P.O. Box 3459
310 East Pearl Street, Unit A.
Jackson, WY 83001.
c) The principal business of the Reporting Person is the performance of
investment management and advisory services. The principal business of the
Investment Vehicles is investment in securities.
d) Neither the Reporting Person, nor to the best of its knowledge, any of the
Covered Persons, has, in the last five years, been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).
e) Neither the Reporting Person, nor to the best of its knowledge, any Covered
Person, has, during the last five years, been a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction and 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 violations with respect to
such laws.
f) The place of organization of the Reporting Person is as follows:
Cannell Capital LLC is a Wyoming limited liability company.
The citizenship of each Covered Person is set forth on the attached Annex A
and incorporated herein by reference.
Item 3. Source and Amount of Funds or Other Consideration
The securities to which this statement relates were acquired by the Reporting
Person using the funds of each Investment Vehicle as follows:
Cuttyhunk II Fund, a Delaware LLC: $1,542,700.79
Tristan Offshore Fund, Ltd.: $1,209,950.45
Optima UCITS Umbrella Plc/Cannell UCITS Fund: $113,782.58
Tonga Partners, L.P.: $1,900,690.24
Tristan Partners, L.P.: $1,423,965.43
Cannell Separately Managed Accounts: $208,632.40
The Investment Vehicles have invested an aggregate amount of approximately
$6,399,721.89 in the Shares.
Item 4. Purpose of Transaction
The Reporting Person identified the Company as an entity satisfying each
Investment Vehicle's investment criteria. The Investment Vehicles acquired
and continue to hold the Shares as a long-term investment.
The Reporting Person may, from time to time, dispose of some or all of such
securities, acquire additional securities of the Issuer, or continue to hold
such securities, depending on business and market conditions, the Reporting
Person's continuing evaluation of the business and prospects of the Issuer
and other factors.
The Reporting Person filed its initial statement on Schedule 13G on December
1, 2012, having acquired more than 5% ownership of the Issuer's outstanding
class of Common Stock on November 7, 2012. On November 7, 2012, the
Reporting Person became obliged to file an updated Schedule 13G to report
changes in its ownership amounts. The Reporting Person files this Schedule
13D to indicate that as of December 13, 2012, its investment purpose has
changed.
The Reporting Person would like to put forth a proposal that relates to or
would affect the matters referred to in paragraphs (a) through (j) of Item
4 of Schedule 13D. Specifically, the Reporting Person proposes that the
Issuer engage an advisor to sell the Issuer.
Item 5. Interest in Securities of the Issuer
Based on information set forth in the Company's Form 10-K as filed with the
Securities and Exchange Commission on November 14, 2012, there were
21,690,000 Shares issued and outstanding as of November 14, 2012.
(a) As of December 17, 2012 (the "Reporting Date"), the Reporting Person
owned 2,468,393 shares, or approximately 11.38% of the shares deemed issued
and outstanding as of the Reporting Date.
(b) The number of shares as to which each Reporting Person has:
i. Sole power to vote or to direct the vote:
2,468,393 shares, or approximately 11.38% of the shares
ii. Shared power to vote or to direct the vote:
0 shares
iii. Sole power to dispose or to direct the disposition of:
2,468,393 shares, or approximately 11.38% of the shares
iv. Shared power to dispose or to direct the disposition of:
0 shares
(c) The following table details the transactions during the sixty days on
or prior to the Reporting Date in Shares, or securities convertible into,
exercisable for or exchangeable for Shares, by the Reporting Person (each
of which was effected in an ordinary brokerage transaction by Reporting
Person).
PURCHASES
Date Transaction Quantity Cost Per Share
10/24/2012 BUY 6315 2
11/7/2012 BUY 431410 2
11/30/2012 BUY 1413 1.45
11/30/2012 BUY 202980 1.45
12/7/2012 BUY 40000 1.64
12/11/2012 BUY 4800 1.6569
12/13/2012 BUY 14800 1.6879
SALES
Date Transaction Quantity Price
12/3/2012 SELL 9800 1.4995
12/4/2012 SELL 26829 1.5254
12/5/2012 SELL 10000 1.6026
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
None.
Item 7. Material to Be Filed as Exhibits
Exhibit A: Mr. Donald Miller, Chairman of the Board of Multiband
Corporation, dated December December 7, 2012, mailed for receipt
within three business days.
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.
Dated: December 17, 2012
Cannell Capital LLC
By: /s/ J. Carlo Cannell
J. Carlo Cannell
Managing Member
Annex A
MANAGERS AND GENERAL PARTNERS OF THE REPORTING PERSON AND THE INVESTMENT
VEHICLES
The following sets forth the name, principal occupation, citizenship or
jurisdiction of organization and principal place of business of the
directors, general partners, managing members or controlling persons
(the "Covered Persons") of the Reporting Person and the Investment
Vehicles indicated below:
Cannell Capital LLC
Name: J. Carlo Cannell
Title or Relationship with Reporting Person: Managing Member
Principal Occupation or Employment: Investment Management
Citizenship or Jurisdiction of Organization: Wyoming, United States
Principal Place of Business: (1)
Cuttyhunk II Fund
Name: Cannell Capital LLC
Title or Relationship with Reporting Person: Investment Adviser
Principal Occupation or Employment: Investment Management
Citizenship or Jurisdiction of Organization: Cayman Islands
Principal Place of Business: (2)
Tristan Offshore Fund, Ltd.
Name: Cannell Capital LLC
Title or Relationship with Reporting Person: Investment Adviser
Principal Occupation or Employment: Investment Management
Citizenship or Jurisdiction of Organization: Cayman Islands
Principal Place of Business: (3)
Optima UCITS Umbrella Plc/Cannell UCITS Fund
Name: Cannell Capital LLC
Title or Relationship with Reporting Person: Investment Adviser
Principal Occupation or Employment: Investment Management
Citizenship or Jurisdiction of Organization: Dublin, Ireland
Principal Place of Business: (4)
Tonga Partners, L.P.
Name: Cannell Capital LLC
Title or Relationship with Reporting Person: Investment Adviser and
General Partner
Principal Occupation or Employment: Investment Management
Citizenship or Jurisdiction of Organization: Delaware, United States
Principal Place of Business: (1)
Tristan Partners, L.P.
Name: Cannell Capital LLC
Title or Relationship with Reporting Person: Investment Adviser and
General Partner
Principal Occupation or Employment: Investment Management
Citizenship or Jurisdiction of Organization: Delaware, United States
Principal Place of Business: (1)
(1) The address of the principal place of business of J. Carlo Cannell,
Tonga Partners, L.P., and Tristan Partners, L.P., is P.O. Box 3459, 310
East Pearl Street Unit A., Jackson, WY 83001, United States.
(2) The address of the principal place of business of the Tristan
Offshore Fund, Ltd. is One Capital Place, 3rd Floor, GT Grand Cayman,
KY1-11003, Cayman Islands.
(3) The address of the principal place of business of the Cuttyhunk II
Fund is HSBC Trustee Limited, PO Box 484, HSBC House, 68 West Bay Road,
Grand Cayman, KY1-1106, Cayman Islands.
(4) The address of the principal place of business of the Optima UCITS
Umbrella Plc/Cannell UCITS Fund is, Suite 3, 1 Earlsfort Centre, Dublin
2, Ireland.
>>>>
December 7, 2012
Mr. Donald Miller
Chairman of the Board
Multiband Corporation
9449 Science Center Drive
New Hope, MN 55428
Dear Mr. Miller,
Cannell Capital LLC ("CC") writes today with two proposals for the Board of
Directors of Multiband Corporation ("MBND" www.multibandusa.com) - the common
equity of which CC, and / or accounts managed by CC, own 11% as of 5 December
2012.
The first is for MBND to engage an advisor to sell MBND. (Please understand
that sell means sell - not consolidate, buy, restructure or otherwise engage
in financial engineering and/or monkeyshines.)
There is precedent for said proposal. On June 8, 2011, Unitek Global
Services. Inc. ("UNTK" www.unitekglobalservices.com) presented an offer to
acquire MBND for $4.50 per share in cash and UNTK common stock. (Based on
the $1.51 closing price of Multiband Corp on November 16, 2012, this represents
a 279% premium.) Whilst we cannot speak for the present interest of UNTK in
MBND, if any, we believe that there are other sundry parties - both strategic
and financial - that would proffer reasonable consideration to assume and
amortize the attractive assets of MBND over a larger and more consistent
base. According to our estimates MBND presently trades at the appetizing
enterprise valuation of 25% to 2013 revenues and about three times EBITDA.
On September 14, 2012, UNTK acquired the assets of privately held Skylink
LTD. UNTK will pay up to $23.5 million in cash for this Buckeye concern which
enjoyed revenues of $31 million and EBITDA of $6 million over the last year.
Applying the same revenue multiple as the Skylink acquisition to MBND would
yield a price of $9.50 per share for MBND - a 664% premium to today's price.
The second proposal is to strengthen the balance sheet by means of a mantra
of cost-cutting and cash generation during the current period of operational
turbulence. Costs should be reduced wherever possible - starting with a 50%
cut of management compensation pecuniary and non- pecuniary. Compensation
for non-executives (which was up 41% in 2011 over 2010) should likewise be
reduced from the current $113,000 per director. Abandon the proposed
acquisition and related financing of MDU Communications International, Inc
("MDTV" www.mduc.com) and strand other "science" projects. Re-direct all
your energies to reducing and refinancing current debt as so ably
demonstrated via cash generation over the past few years.
Best regards!
Sincerely,
J. Carlo Cannell
Managing Member
cc: James L. Mandel, CEO
Steven M. Bell, CFO
Frank B. Bennett, Director
Eugene Harris, Director
Peter K. Pitsch, Director
Dr. Martin Singer, Director
Stephen Kezirian, Director