The following constitutes Amendment No. 3 (“Amendment No. 3”) to the Schedule 13D filed by the undersigned. This Amendment No. 3 amends the Schedule 13D as specifically set forth.
Item 3.
|
Source and Amount of Funds or Other Consideration.
|
Item 3 is hereby amended and restated to read as follows:
The Shares purchased by DCP, DOF, DAP, DAO and DOL2 were purchased with working capital (no borrowed funds were used to purchase the Shares, other than any borrowed funds used for working capital purposes in the ordinary course of business) in open market purchases. The aggregate purchase cost of the 2,613,381 Shares beneficially owned in the aggregate by DCP, DOF, DAP, DAO and DOL2 is approximately $9,676,302, excluding brokerage commission.
The Shares purchased by Mr. Gullard were purchased with personal funds (no borrowed funds were used to purchase the Shares) in open market transactions. The aggregate purchase cost of the 1,200 Shares beneficially owned by Mr. Gullard is approximately $4,440, excluding brokerage commission.
Item 4.
|
Purpose of Transaction.
|
Item 4 is hereby amended to add the following:
On May 26, 2011, the Issuer announced that the Issuer, Skyworks Solutions, Inc. (“Skyworks”) and PowerCo Acquisition Corp., a wholly owned subsidiary of Skyworks (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) pursuant to which Merger Sub will merge with and into the Issuer, ultimately resulting in the Issuer becoming a wholly owned subsidiary of Skyworks (the “Merger”). Pursuant to the terms of the Merger Agreement, at the effective time of the Merger, each Share of the Issuer will be converted into the right to receive an aggregate of $6.13 per Share, payable in an initial combination of $3.68 in cash and 0.08725 of a share of Skyworks common stock, subject to adjustment. The completion of the Merger is subject to various closing conditions, including obtaining approval of the Issuer’s stockholders and receiving applicable governmental and regulatory approvals.
The Reporting Persons have reviewed the public announcements relating to the Merger. Based on their initial review of publicly available information relating to the Merger, the Reporting Persons are pleased with the Issuer’s decision to prioritize the interests of stockholders by pursuing this value enhancing transaction and intend to support the Merger as proposed at this time. The Reporting Persons intend to review any additional information relating to the Merger as it becomes available and reserve the right to change their views with respect to the Merger in the future.
Item 5.
|
Interest in Securities of the Issuer
.
|
Item 5 is hereby amended and restated to read as follows:
The aggregate percentage of Shares reported owned by each person named herein is based upon 42,829,856 Shares outstanding, as of April 27, 2011, 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 May 3, 2011.
(a, b)
|
As of the close of business on May 31, 2011, the Investment Manager may be deemed to be the beneficial owner of 2,613,381 Shares, constituting approximately 6.1% of the Shares outstanding.
|
|
The Investment Manager has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 2,613,381 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 2,613,381 Shares.
|
|
The Investment Manager specifically disclaims beneficial ownership in the Shares reported herein except to the extent of its pecuniary interest therein.
|
(a, b)
|
As of the close of business on May 31, 2011, DCP may be deemed to be the beneficial owner of 444,716 Shares, constituting approximately 1.0% of the Shares outstanding.
|
|
DCP has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 444,716 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 444,716 Shares.
|
|
DCP specifically disclaims beneficial ownership in the Shares reported herein except to the extent of its pecuniary interest therein.
|
|
DCP, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed to be the beneficial owner of the Shares beneficially owned in the aggregate by the other members of the group reported herein. DCP specifically disclaims beneficial ownership of such Shares, except to the extent of its pecuniary interest therein.
|
(a, b)
|
As of the close of business on May 31, 2011, DOF may be deemed to be the beneficial owner of 290,492 Shares, constituting less than one percent of the Shares outstanding.
|
|
DOF has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 290,492 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 290,492 Shares.
|
|
DOF specifically disclaims beneficial ownership in the Shares reported herein except to the extent of its pecuniary interest therein.
|
|
DOF, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed to be the beneficial owner of the Shares beneficially owned in the aggregate by the other members of the group reported herein. DOF specifically disclaims beneficial ownership of such Shares, except to the extent of its pecuniary interest therein.
|
(a, b)
|
As of the close of business on May 31, 2011, DAP may be deemed to be the beneficial owner of 754,747 Shares, constituting approximately 1.8% of the Shares outstanding.
|
|
DAP has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 754,747 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 754,747 Shares.
|
|
DAP specifically disclaims beneficial ownership in the Shares reported herein except to the extent of its pecuniary interest therein.
|
|
DAP, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed to be the beneficial owner of the Shares beneficially owned in the aggregate by the other members of the group reported herein. DAP specifically disclaims beneficial ownership of such Shares, except to the extent of its pecuniary interest therein.
|
(a, b)
|
As of the close of business on May 31, 2011, DAO may be deemed to be the beneficial owner of 591,424 Shares, constituting approximately 1.4% of the Shares outstanding.
|
|
DAO has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 591,424 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 591,424 Shares.
|
|
DAO specifically disclaims beneficial ownership in the Shares reported herein except to the extent of its pecuniary interest therein.
|
|
DAO, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed to be the beneficial owner of the Shares beneficially owned in the aggregate by the other members of the group reported herein. DAO specifically disclaims beneficial ownership of such Shares, except to the extent of its pecuniary interest therein.
|
(a, b)
|
As of the close of business on May 31, 2011, DOL2 may be deemed to be the beneficial owner of 532,002 Shares, constituting approximately 1.2% of the Shares outstanding.
|
|
DOL2 has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 532,002 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 532,002 Shares.
|
|
DOL2 specifically disclaims beneficial ownership in the Shares reported herein except to the extent of its pecuniary interest therein.
|
|
DOL2 as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed to be the beneficial owner of the Shares beneficially owned in the aggregate by the other members of the group reported herein. DOL2 specifically disclaims beneficial ownership of such Shares, except to the extent of its pecuniary interest therein.
|
(a, b)
|
As of the close of business on May 31, 2011, JF may be deemed to be the beneficial owner of 2,613,381 Shares, constituting approximately 6.1% of the Shares outstanding.
|
|
JF has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 2,613,381 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 2,613,381 Shares.
|
|
JF specifically disclaims beneficial ownership in the Shares reported herein except to the extent of his pecuniary interest therein.
|
(a, b)
|
As of the close of business on May 31, 2011, LF may be deemed to be the beneficial owner of 2,613,381 Shares, constituting approximately 6.1% of the Shares outstanding.
|
|
LF has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 2,613,381 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 2,613,381 Shares.
|
|
LF specifically disclaims beneficial ownership in the Shares reported herein except to the extent of his pecuniary interest therein.
|
(a, b)
|
As of the close of business on May 31, 2011, Mr. Gullard owned directly 1,200 Shares, constituting less than 1% of the Shares outstanding.
|
|
Mr. Gullard has the sole power to vote or direct the vote of 1,200 Shares; has the shared power to vote or direct the vote of 0 Shares; has the sole power to dispose or direct the disposition of 1,200 Shares; and has shared power to dispose or direct the disposition of 0 Shares.
|
|
Mr. Gullard, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed to be the beneficial owner of the Shares beneficially owned in the aggregate by the other members of the group reported herein. Mr. Gullard specifically disclaims beneficial ownership of such Shares.
|
(c)
|
The trading dates, number of Shares purchased and price per share for all transactions in the Shares by the Reporting Persons in the past 60 days are set forth in Schedule B. All such transactions were effected in open market transactions with brokers.
|
(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, the Shares.
|
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.
Dated: June 1, 2011
|
DIALECTIC CAPITAL PARTNERS, LP
|
|
|
|
By:
|
Dialectic Capital, LLC, its general partner
|
|
|
|
|
By:
|
|
|
|
Name:
|
John Fichthorn
|
|
|
Title:
|
Managing Member
|
|
DIALECTIC CAPITAL MANAGEMENT, LLC
|
|
|
|
By:
|
|
|
|
Name:
|
John Fichthorn
|
|
|
Title:
|
Managing Member
|
|
DIALECTIC OFFSHORE, LTD.
|
|
|
|
By:
|
|
|
|
Name:
|
John Fichthorn
|
|
|
Title:
|
Director
|
|
DIALECTIC ANTITHESIS PARTNERS, LP
|
|
|
|
By:
|
Dialectic Capital, LLC, its general partner
|
|
|
|
|
By:
|
|
|
|
Name:
|
John Fichthorn
|
|
|
Title:
|
Managing Member
|
|
DIALECTIC ANTITHESIS OFFSHORE, LTD.
|
|
|
|
By:
|
|
|
|
Name:
|
John Fichthorn
|
|
|
Title:
|
Director
|
|
DIALECTIC OFFSHORE, L2, LTD.
|
|
|
|
By:
|
|
|
|
Name:
|
John Fichthorn
|
|
|
Title:
|
Director
|
SCHEDULE B
Transactions in the Shares During the Past 60 Days
Shares of Common Stock
Purchased/(Sold)
|
Price Per
Share($)
|
Date of
Purchase/Sale
|
DIALECTIC CAPITAL PARTNERS, LP
5,560
|
|
3.94
|
5/13/2011
|
3,894
|
|
3.86
|
5/16/2011
|
1,666
|
|
3.69
|
5/17/2011
|
(27,652)
|
|
6.02
|
5/27/2011
|
(55,304)
|
|
6.02
|
5/27/2011
|
DIALECTIC OFFSHORE, LTD.
4,765
|
|
3.94
|
5/13/2011
|
3,337
|
|
3.86
|
5/16/2011
|
1,428
|
|
3.69
|
5/17/2011
|
(47,201)
|
|
6.02
|
5/27/2011
|
(23,600)
|
|
6.02
|
5/27/2011
|
DIALECTIC ANTITHESIS OFFSHORE, LTD.
13,156
|
|
3.94
|
5/13/2011
|
9,213
|
|
3.86
|
5/16/2011
|
3,943
|
|
3.69
|
5/17/2011
|
(131,846)
|
|
6.02
|
5/27/2011
|
(65,923)
|
|
6.02
|
5/27/2011
|
DIALECTIC ANTITHESIS PARTNERS, LP
14,032
|
|
3.94
|
5/13/2011
|
9,829
|
|
3.86
|
5/16/2011
|
4,203
|
|
3.69
|
5/17/2011
|
(140,431)
|
|
6.02
|
5/27/2011
|
(70,216)
|
|
6.02
|
5/27/2011
|
|
|
|
|
DIALECTIC OFFSHORE, L2, LTD.
12,487
|
|
3.94
|
5/13/2011
|
8,745
|
|
3.86
|
5/16/2011
|
3,742
|
|
3.69
|
5/17/2011
|
(62,609)
|
|
6.02
|
5/27/2011
|
(125,218)
|
|
6.02
|
5/27/2011
|