SC 13D/A 1 sc13da209488031_04062020.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 2)1

Harvard Bioscience, Inc.

(Name of Issuer)

Common Stock, $0.01 par value

(Title of Class of Securities)

416906105

(CUSIP Number)

ANDREW FREEDMAN, ESQ.

OLSHAN FROME WOLOSKY LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

April 6, 2020

(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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

1 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. 416906105

| 1 |  | NAME OF REPORTING PERSON |
|  |  |  | ENGINE CAPITAL, L.P. |
| 2 |  | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐
|  |  |  | (b) ☐
| 3 |  | SEC USE ONLY |  |
| 4 |  | SOURCE OF FUNDS |
|  |  |  | WC |
| 5 |  | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ☐
| 6 |  | CITIZENSHIP OR PLACE OF ORGANIZATION |
|  |  |  | DELAWARE |
NUMBER OF |  | 7 |  | SOLE VOTING POWER |
SHARES |  |  |  |  |
BENEFICIALLY |  |  |  |  | 2,630,073 |
OWNED BY |  | 8 |  | SHARED VOTING POWER |
EACH |  |  |  |  |
REPORTING |  |  |  |  | - 0 - |
PERSON WITH |  | 9 |  | SOLE DISPOSITIVE POWER |
|  |  |  |  | 2,630,073 |
|  | 10 |  | SHARED DISPOSITIVE POWER |
|  |  |  |  | - 0 - |
| 11 |  | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|  |  |  | 2,630,073 |
| 12 |  | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐
| 13 |  | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|  |  |  | 6.9% |
| 14 |  | TYPE OF REPORTING PERSON |
|  |  |  | PN |

2

CUSIP No. 416906105

| 1 |  | NAME OF REPORTING PERSON |
|  |  |  | ENGINE JET CAPITAL, L.P. |
| 2 |  | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐
|  |  |  | (b) ☐
| 3 |  | SEC USE ONLY |  |
| 4 |  | SOURCE OF FUNDS |
|  |  |  | WC |
| 5 |  | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ☐
| 6 |  | CITIZENSHIP OR PLACE OF ORGANIZATION |
|  |  |  | DELAWARE |
NUMBER OF |  | 7 |  | SOLE VOTING POWER |
SHARES |  |  |  |  |
BENEFICIALLY |  |  |  |  | 579,417 |
OWNED BY |  | 8 |  | SHARED VOTING POWER |
EACH |  |  |  |  |
REPORTING |  |  |  |  | - 0 - |
PERSON WITH |  | 9 |  | SOLE DISPOSITIVE POWER |
|  |  |  |  | 579,417 |
|  | 10 |  | SHARED DISPOSITIVE POWER |
|  |  |  |  | - 0 - |
| 11 |  | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|  |  |  | 579,417 |
| 12 |  | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐
| 13 |  | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|  |  |  | 1.5% |
| 14 |  | TYPE OF REPORTING PERSON |
|  |  |  | PN |

3

CUSIP No. 416906105

| 1 |  | NAME OF REPORTING PERSON |
|  |  |  | ENGINE CAPITAL MANAGEMENT, LP |
| 2 |  | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐
|  |  |  | (b) ☐
| 3 |  | SEC USE ONLY |  |
| 4 |  | SOURCE OF FUNDS |
|  |  |  | OO |
| 5 |  | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ☐
| 6 |  | CITIZENSHIP OR PLACE OF ORGANIZATION |
|  |  |  | DELAWARE |
NUMBER OF |  | 7 |  | SOLE VOTING POWER |
SHARES |  |  |  |  |
BENEFICIALLY |  |  |  |  | 3,209,490 |
OWNED BY |  | 8 |  | SHARED VOTING POWER |
EACH |  |  |  |  |
REPORTING |  |  |  |  | - 0 - |
PERSON WITH |  | 9 |  | SOLE DISPOSITIVE POWER |
|  |  |  |  | 3,209,490 |
|  | 10 |  | SHARED DISPOSITIVE POWER |
|  |  |  |  | - 0 - |
| 11 |  | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|  |  |  | 3,209,490 |
| 12 |  | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐
| 13 |  | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|  |  |  | 8.4% |
| 14 |  | TYPE OF REPORTING PERSON |
|  |  |  | OO |

4

CUSIP No. 416906105

| 1 |  | NAME OF REPORTING PERSON |
|  |  |  | ENGINE CAPITAL MANAGEMENT GP, LLC |
| 2 |  | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐
|  |  |  | (b) ☐
| 3 |  | SEC USE ONLY |  |
| 4 |  | SOURCE OF FUNDS |
|  |  |  | OO |
| 5 |  | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ☐
| 6 |  | CITIZENSHIP OR PLACE OF ORGANIZATION |
|  |  |  | DELAWARE |
NUMBER OF |  | 7 |  | SOLE VOTING POWER |
SHARES |  |  |  |  |
BENEFICIALLY |  |  |  |  | 3,209,490 |
OWNED BY |  | 8 |  | SHARED VOTING POWER |
EACH |  |  |  |  |
REPORTING |  |  |  |  | - 0 - |
PERSON WITH |  | 9 |  | SOLE DISPOSITIVE POWER |
|  |  |  |  | 3,209,490 |
|  | 10 |  | SHARED DISPOSITIVE POWER |
|  |  |  |  | - 0 - |
| 11 |  | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|  |  |  | 3,209,490 |
| 12 |  | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐
| 13 |  | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|  |  |  | 8.4% |
| 14 |  | TYPE OF REPORTING PERSON |
|  |  |  | OO |

5

CUSIP No. 416906105

| 1 |  | NAME OF REPORTING PERSON |
|  |  |  | ENGINE INVESTMENTS, LLC |
| 2 |  | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐
|  |  |  | (b) ☐
| 3 |  | SEC USE ONLY |  |
| 4 |  | SOURCE OF FUNDS |
|  |  |  | OO |
| 5 |  | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ☐
| 6 |  | CITIZENSHIP OR PLACE OF ORGANIZATION |
|  |  |  | DELAWARE |
NUMBER OF |  | 7 |  | SOLE VOTING POWER |
SHARES |  |  |  |  |
BENEFICIALLY |  |  |  |  | 3,209,490 |
OWNED BY |  | 8 |  | SHARED VOTING POWER |
EACH |  |  |  |  |
REPORTING |  |  |  |  | - 0 - |
PERSON WITH |  | 9 |  | SOLE DISPOSITIVE POWER |
|  |  |  |  | 3,209,490 |
|  | 10 |  | SHARED DISPOSITIVE POWER |
|  |  |  |  | - 0 - |
| 11 |  | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|  |  |  | 3,209,490 |
| 12 |  | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐
| 13 |  | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|  |  |  | 8.4% |
| 14 |  | TYPE OF REPORTING PERSON |
|  |  |  | OO |

6

CUSIP No. 416906105

| 1 |  | NAME OF REPORTING PERSON |
|  |  |  | ARNAUD AJDLER |
| 2 |  | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐
|  |  |  | (b) ☐
| 3 |  | SEC USE ONLY |  |
| 4 |  | SOURCE OF FUNDS |
|  |  |  | OO |
| 5 |  | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ☐
| 6 |  | CITIZENSHIP OR PLACE OF ORGANIZATION |
|  |  |  | BELGIUM |
NUMBER OF |  | 7 |  | SOLE VOTING POWER |
SHARES |  |  |  |  |
BENEFICIALLY |  |  |  |  | 3,209,490 |
OWNED BY |  | 8 |  | SHARED VOTING POWER |
EACH |  |  |  |  |
REPORTING |  |  |  |  | - 0 - |
PERSON WITH |  | 9 |  | SOLE DISPOSITIVE POWER |
|  |  |  |  | 3,209,490 |
|  | 10 |  | SHARED DISPOSITIVE POWER |
|  |  |  |  | - 0 - |
| 11 |  | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|  |  |  | 3,209,490 |
| 12 |  | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐
| 13 |  | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|  |  |  | 8.4% |
| 14 |  | TYPE OF REPORTING PERSON |
|  |  |  | IN |

7

CUSIP No. 416906105

| 1 |  | NAME OF REPORTING PERSON |
|  |  |  | MELVIN L. KEATING |
| 2 |  | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐
|  |  |  | (b) ☒
| 3 |  | SEC USE ONLY |  |
| 4 |  | SOURCE OF FUNDS |
| 5 |  | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ☐
| 6 |  | CITIZENSHIP OR PLACE OF ORGANIZATION |
|  |  |  | USA |
NUMBER OF |  | 7 |  | SOLE VOTING POWER |
SHARES |  |  |  |  |
BENEFICIALLY |  |  |  |  | - 0 - |
OWNED BY |  | 8 |  | SHARED VOTING POWER |
EACH |  |  |  |  |
REPORTING |  |  |  |  | - 0 - |
PERSON WITH |  | 9 |  | SOLE DISPOSITIVE POWER |
|  |  |  |  | - 0 - |
|  | 10 |  | SHARED DISPOSITIVE POWER |
|  |  |  |  | - 0 - |
| 11 |  | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|  |  |  | - 0 - |
| 12 |  | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐
| 13 |  | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|  |  |  | 0% |
| 14 |  | TYPE OF REPORTING PERSON |
|  |  |  | IN |

8

CUSIP No. 416906105

| 1 |  | NAME OF REPORTING PERSON |
|  |  |  | SUSAN STEELE |
| 2 |  | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐
|  |  |  | (b) ☒
| 3 |  | SEC USE ONLY |  |
| 4 |  | SOURCE OF FUNDS |
| 5 |  | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ☐
| 6 |  | CITIZENSHIP OR PLACE OF ORGANIZATION |
|  |  |  | USA |
NUMBER OF |  | 7 |  | SOLE VOTING POWER |
SHARES |  |  |  |  |
BENEFICIALLY |  |  |  |  | - 0 - |
OWNED BY |  | 8 |  | SHARED VOTING POWER |
EACH |  |  |  |  |
REPORTING |  |  |  |  | - 0 - |
PERSON WITH |  | 9 |  | SOLE DISPOSITIVE POWER |
|  |  |  |  | - 0 - |
|  | 10 |  | SHARED DISPOSITIVE POWER |
|  |  |  |  | - 0 - |
| 11 |  | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|  |  |  | - 0 - |
| 12 |  | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐
| 13 |  | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|  |  |  | 0% |
| 14 |  | TYPE OF REPORTING PERSON |
|  |  |  | IN |

9

CUSIP No. 416906105

The following constitutes Amendment No. 2 to the Schedule 13D filed by the undersigned (“Amendment No. 2”). This Amendment No. 2 amends the Schedule 13D as specifically set forth herein.

| Item 2. | Identity and Background.

Item 2 is hereby amended to add the following:

As discussed in greater detail in Item 4 below, in connection with the withdrawal of Engine Capital’s nomination of director candidates for election at the 2020 annual meeting of stockholders (the “Annual Meeting”), Melvin L. Keating and Susan Steele are no longer members of the Section 13(d) group and shall cease to be Reporting Persons immediately upon the filing of this Amendment No. 2 to the Schedule 13D. The remaining Reporting Persons will continue filing statements on Schedule 13D with respect to their beneficial ownership of securities of the Issuer to the extent required by applicable law. Each of the remaining Reporting Persons is party to the Joint Filing Agreement, as further described in Item 6 below.

| Item 4. | Purpose of Transaction.

Item 4 is hereby amended to add the following:

On April 6, 2020, the Issuer issued a press release (the “Press Release”) announcing the appointment of Susan Steele to the Board of Directors of the Issuer (the “Board”) as a Class III director and that Ms. Steele will join the Compensation Committee upon the conclusion of the Annual Meeting. Effective upon the issuance of the Press Release, Engine Capital withdrew its nominations of Mr. Keating and Ms. Steele for election at the Annual Meeting and agreed to vote the Shares beneficially owned by it and its affiliates in favor of the director candidates nominated by the Issuer for election at the Annual Meeting.

| Item 5. | Interest in Securities of the Issuer.

Items 5(a) – (c) are hereby amended and restated to read as follows:

The aggregate percentage of Shares reported owned by each person named herein is based upon 38,347,658 Shares outstanding as of March 6, 2020, which is the total number of Shares outstanding as reported in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 16, 2020.

10

CUSIP No. 416906105

| A. | Engine Capital

| (a) | As of the date hereof, Engine Capital directly owned 2,630,073 Shares.

Percentage: Approximately 6.9%

| (b) | 1. Sole power to vote or direct vote: 2,630,073 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 2,630,073 4. Shared power to dispose or direct the disposition: 0

| B. | Engine Jet

| (a) | As of the date hereof, Engine Jet directly owned 579,417 Shares.

Percentage: Approximately 1.5%

| (b) | 1. Sole power to vote or direct vote: 579,417 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 579,417 4. Shared power to dispose or direct the disposition: 0

| C. | Engine Management

| (a) | Engine Management, as the investment manager of each of Engine Capital and Engine Jet, may be deemed to beneficially own the 3,209,490 Shares owned in the aggregate by Engine Capital and Engine Jet.

Percentage: Approximately 8.4%

| (b) | 1. Sole power to vote or direct vote: 3,209,490 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 3,209,490 4. Shared power to dispose or direct the disposition: 0

11

CUSIP No. 416906105

| D. | Engine GP

| (a) | Engine GP, as the general partner of Engine Management, may be deemed to beneficially own the 3,209,490 Shares owned in the aggregate by Engine Capital and Engine Jet.

Percentage: Approximately 8.4%

| (b) | 1. Sole power to vote or direct vote: 3,209,490 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 3,209,490 4. Shared power to dispose or direct the disposition: 0

| E. | Engine Investments

| (a) | Engine Investments, as the general partner of each of Engine Capital and Engine Jet, may be deemed to beneficially own the 3,209,490 Shares owned in the aggregate by Engine Capital and Engine Jet.

Percentage: Approximately 8.4%

| (b) | 1. Sole power to vote or direct vote: 3,209,490 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 3,209,490 4. Shared power to dispose or direct the disposition: 0

| F. | Mr. Ajdler

| (a) | Mr. Ajdler, as the managing member of Engine Management and Engine Investments, may be deemed to beneficially own the 3,209,490 Shares owned in the aggregate by Engine Capital and Engine Jet.

Percentage: Approximately 8.4%

| (b) | 1. Sole power to vote or direct vote: 3,209,490 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 3,209,490 4. Shared power to dispose or direct the disposition: 0

12

CUSIP No. 416906105

| G. | Mr. Keating

| (a) | As of the date hereof, Mr. Keating did not beneficially own any Shares.

Percentage: 0%

| (b) | 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 0

| H. | Ms. Steele

| (a) | As of the date hereof, Ms. Steele did not beneficially own any Shares.

Percentage: 0%

| (b) | 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 0

The filing of this Amendment No. 2 to the Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Exchange Act, the beneficial owners of any securities of the Issuer that he, she or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own.

| (c) | None of the Reporting Persons have entered into any transactions in the securities of the Issuer since the filing of Amendment No. 1 to the Schedule 13D.

13

CUSIP No. 416906105

| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 is hereby amended to add the following:

As further described in Item 4 above, effective upon the issuance of the Press Release on April 6, 2020, Engine Capital withdrew its nominations of Mr. Keating and Ms. Steele for election at the Annual Meeting and agreed to vote the Shares beneficially owned by it and its affiliates in favor of the director candidates nominated by the Issuer for election at the Annual Meeting.

On April 6, 2020, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons who will remain Reporting Persons subsequent to this Amendment No. 2 to the Schedule 13D agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law. A copy of the Joint Filing Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

| Item 7. | Material to be Filed as Exhibits.

Item 7 is hereby amended to add the following exhibits:

| 99.1 | Joint Filing Agreement, dated April 6, 2020.

| 99.2 | Letter to Issuer.

14

CUSIP No. 416906105

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: April 6, 2020

| Engine Capital, L.P.
| By: | Engine Investments, LLC General Partner
| By: | /s/ Arnaud Ajdler
|  | Name: | Arnaud Ajdler
|  | Title: | Managing Member

| Engine Jet Capital, L.P.
| By: | Engine Investments, LLC General Partner
| By: | /s/ Arnaud Ajdler
|  | Name: | Arnaud Ajdler
|  | Title: | Managing Member

| Engine Capital Management, LP
| By: | Engine Capital Management GP, LLC General Partner
| By: | /s/ Arnaud Ajdler
|  | Name: | Arnaud Ajdler
|  | Title: | Managing Member

| Engine Capital Management GP, LLC
| By: | /s/ Arnaud Ajdler
|  | Name: | Arnaud Ajdler
|  | Title: | Managing Member

15

CUSIP No. 416906105

| Engine Investments, LLC
| By: | /s/ Arnaud Ajdler
|  | Name: | Arnaud Ajdler
|  | Title: | Managing Member

| /s/ Arnaud Ajdler
| Arnaud Ajdler Individually and as attorney-in-fact for Melvin L. Keating and Susan Steele

16