The following constitutes Amendment No. 1 to the Schedule 13D filed by the undersigned (“Amendment No. 1”). This Amendment No. 1 amends the Schedule 13D as specifically set forth herein.
Item 3.
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Source and Amount of Funds or Other Consideration
.
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Item 3 is hereby amended and restated to read as follows:
The Shares purchased by each of Starboard V&O Fund and Starboard LLC and held in the Starboard Value LP Account were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted, as set forth in Schedule A, which is incorporated by reference herein. The aggregate purchase price of the 7,253,224 Shares beneficially owned by Starboard V&O Fund is approximately $46,970,578 excluding brokerage commissions. The aggregate purchase price of the 1,907,974 Shares beneficially owned by Starboard LLC is approximately $12,442,641, excluding brokerage commissions. The aggregate purchase price of the 2,988,802 Shares held in the Starboard Value LP Account is approximately $19,502,880, excluding brokerage commissions.
Item 4.
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Purpose of Transaction.
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Item 4 is hereby amended to add the following:
Since the filing of the initial Schedule 13D, the Reporting Persons have engaged, and expect to continue to engage, in communications with management and the Board of the Issuer regarding certain items involving the Issuer, including, but not limited to: (i) the Issuer’s operating performance; (ii) the Issuer’s record of capital allocation and acquisitions; and (iii) the Issuer’s recently announced acquisition of PLX Technology, Inc.
Item 5.
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Interest in Securities of the Issuer.
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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 142,271,904 Shares outstanding, as of April 30, 2012, 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 May 21, 2012.
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(a)
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As of the close of business on May 31, 2012, Starboard V&O Fund beneficially owned 7,253,224
Shares.
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Percentage: Approximately 5.1%
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(b)
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1. Sole power to vote or direct vote: 7,253,224
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2. Shared power to vote or direct vote: 0
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3. Sole power to dispose or direct the disposition: 7,253,224
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4. Shared power to dispose or direct the disposition: 0
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(c)
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The transactions in the Shares by Starboard V&O Fund since the filing of the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
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(a)
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As of the close of business on May 31, 2012, Starboard LLC beneficially owned 1,907,974 Shares.
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Percentage: Approximately 1.3%
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(b)
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1. Sole power to vote or direct vote: 1,907,974
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2. Shared power to vote or direct vote: 0
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3. Sole power to dispose or direct the disposition: 1,907,974
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4. Shared power to dispose or direct the disposition: 0
|
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(c)
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The transactions in the Shares by Starboard LLC since the filing of the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
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(a)
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As of the close of business on May 31, 2012, 2,988,802 Shares were held in the Starboard Value LP Account. Starboard Value LP, as the investment manager of Starboard V&O Fund and the Manager of Starboard LLC, may be deemed the beneficial owner of the (i) 7,253,224 Shares owned by Starboard V&O Fund and (ii) 1,907,974 Shares owned by Starboard LLC
.
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Percentage: Approximately 8.5%
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(b)
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1. Sole power to vote or direct vote: 12,150,000
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2. Shared power to vote or direct vote: 0
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3. Sole power to dispose or direct the disposition: 12,150,000
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4. Shared power to dispose or direct the disposition: 0
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(c)
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The transactions in the Shares by Starboard Value LP through the Starboard Value LP Account and on behalf of each of Starboard V&O Fund and Starboard LLC since the filing of the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
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(a)
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Starboard Value GP, as the general partner of Starboard Value LP, may be deemed the beneficial owner of the (i) 7,253,224 Shares owned by Starboard V&O Fund, (ii) 1,907,974 Shares owned by Starboard LLC and (iii) 2,988,802 Shares held in the Starboard Value LP Account
.
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Percentage: Approximately 8.5%
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(b)
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1. Sole power to vote or direct vote: 12,150,000
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2. Shared power to vote or direct vote: 0
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3. Sole power to dispose or direct the disposition: 12,150,000
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4. Shared power to dispose or direct the disposition: 0
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(c)
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Starboard Value GP has not entered into any transactions in the Shares since the filing of the Schedule 13D. The transactions in the Shares on behalf of each of Starboard V&O Fund, Starboard LLC and through the Starboard Value LP Account since the filing of the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
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(a)
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Principal Co, as a member of Starboard Value GP, may be deemed the beneficial owner of the (i) 7,253,224 Shares owned by Starboard V&O Fund, (ii) 1,907,974 Shares owned by Starboard LLC and (iii) 2,988,802 Shares held in the Starboard Value LP Account
.
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Percentage: Approximately 8.5%
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(b)
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1. Sole power to vote or direct vote: 12,150,000
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2. Shared power to vote or direct vote: 0
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3. Sole power to dispose or direct the disposition: 12,150,000
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4. Shared power to dispose or direct the disposition: 0
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(c)
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Principal Co has not entered into any transactions in the Shares since the filing of the Schedule 13D. The transactions in the Shares on behalf of each of Starboard V&O Fund, Starboard LLC and through the Starboard Value LP Account since the filing of the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
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(a)
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Principal GP, as the general partner of Principal Co, may be deemed the beneficial owner of the (i) 7,253,224 Shares owned by Starboard V&O Fund, (ii) 1,907,974 Shares owned by Starboard LLC and (iii) 2,988,802 Shares held in the Starboard Value LP Account
.
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Percentage: Approximately 8.5%
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(b)
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1. Sole power to vote or direct vote: 12,150,000
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2. Shared power to vote or direct vote: 0
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3. Sole power to dispose or direct the disposition: 12,150,000
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4. Shared power to dispose or direct the disposition: 0
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(c)
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Principal GP has not entered into any transactions in the Shares since the filing of the Schedule 13D. The transactions in the Shares on behalf of each of Starboard V&O Fund, Starboard LLC and through the Starboard Value LP Account since the filing of the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
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G.
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Messrs. Smith, Mitchell and Feld
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(a)
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Each of Messrs. Smith, Mitchell and Feld, as a member of Principal GP and as a member of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed the beneficial owner of the (i) 7,253,224 Shares owned by Starboard V&O Fund, (ii) 1,907,974 Shares owned by Starboard LLC and (iii) 2,988,802 Shares held in the Starboard Value LP Account
.
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Percentage: Approximately 8.5%
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(b)
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1. Sole power to vote or direct vote: 0
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2. Shared power to vote or direct vote: 12,150,000
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3. Sole power to dispose or direct the disposition: 0
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4. Shared power to dispose or direct the disposition: 12,150,000
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(c)
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None of Messrs. Smith, Mitchell or Feld has entered into any transactions in the Shares since the filing of the Schedule 13D. The transactions in the Shares on behalf of each of Starboard V&O Fund, Starboard LLC and through the Starboard Value LP Account since the filing of the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
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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: May 31, 2012
STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD
By: Starboard Value LP,
its investment manager
STARBOARD VALUE AND OPPORTUNITY S LLC
By: Starboard Value LP,
its manager
STARBOARD VALUE LP
By: Starboard Value GP LLC,
its general partner
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STARBOARD VALUE GP LLC
By: Starboard Principal Co LP,
its member
STARBOARD PRINCIPAL CO LP
By: Starboard Principal Co GP LLC,
its general partner
STARBOARD PRINCIPAL CO GP LLC
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By:
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Name:
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Jeffrey C. Smith
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Title:
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Authorized Signatory
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JEFFREY C. SMITH
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Individually and as attorney-in-fact for Mark R. Mitchell and Peter A. Feld
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SCHEDULE A
Transactions in the Shares Since the Filing of the Schedule 13D
Shares of Common Stock
Purchased
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Price Per
Share($)
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Date of
Purchase
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STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD
33,727
|
|
6.4681
|
04/24/2012
|
149,573
|
|
6.6557
|
04/26/2012
|
30,550
|
|
6.6123
|
04/27/2012
|
190,800
|
|
5.3446
|
05/24/2012
|
349,800
|
|
5.4111
|
05/24/2012
|
127,200
|
|
5.5021
|
05/25/2012
|
19,080
|
|
5.4967
|
05/25/2012
|
254,400
|
|
5.5087
|
05/29/2012
|
108,120
|
|
5.5641
|
05/29/2012
|
95,400
|
|
5.5567
|
05/29/2012
|
31,800
|
|
5.4727
|
05/30/2012
|
15,900
|
|
5.4990
|
05/30/2012
|
63,600
|
|
5.4717
|
05/30/2012
|
63,600
|
|
5.4539
|
05/30/2012
|
47,700
|
|
5.4550
|
05/30/2012
|
31,800
|
|
5.3867
|
05/31/2012
|
15,900
|
|
5.3524
|
05/31/2012
|
127,200
|
|
5.3800
|
05/31/2012
|
31,800
|
|
5.3774
|
05/31/2012
|
79,500
|
|
5.4637
|
05/31/2012
|
STARBOARD VALUE AND OPPORTUNITY S LLC
8,335
|
|
6.4681
|
04/24/2012
|
36,965
|
|
6.6557
|
04/26/2012
|
7,550
|
|
6.6123
|
04/27/2012
|
42,900
|
|
5.3446
|
05/24/2012
|
78,650
|
|
5.4111
|
05/24/2012
|
28,600
|
|
5.5021
|
05/25/2012
|
4,290
|
|
5.4967
|
05/25/2012
|
57,200
|
|
5.5087
|
05/29/2012
|
24,310
|
|
5.5641
|
05/29/2012
|
21,450
|
|
5.5567
|
05/29/2012
|
7,150
|
|
5.4727
|
05/30/2012
|
3,575
|
|
5.4990
|
05/30/2012
|
14,300
|
|
5.4717
|
05/30/2012
|
14,300
|
|
5.4539
|
05/30/2012
|
10,725
|
|
5.4550
|
05/30/2012
|
7,150
|
|
5.3867
|
05/31/2012
|
3,575
|
|
5.3524
|
05/31/2012
|
28,600
|
|
5.3800
|
05/31/2012
|
7,150
|
|
5.3774
|
05/31/2012
|
17,875
|
|
5.4637
|
05/31/2012
|
STARBOARD VALUE LP
(Through the Starboard Value LP Account)
13,138
|
|
6.4681
|
04/24/2012
|
58,262
|
|
6.6557
|
04/26/2012
|
11,900
|
|
6.6123
|
04/27/2012
|
66,300
|
|
5.3446
|
05/24/2012
|
121,550
|
|
5.4111
|
05/24/2012
|
44,200
|
|
5.5021
|
05/25/2012
|
6,630
|
|
5.4967
|
05/25/2012
|
88,400
|
|
5.5087
|
05/29/2012
|
37,570
|
|
5.5641
|
05/29/2012
|
33,150
|
|
5.5567
|
05/29/2012
|
11,050
|
|
5.4727
|
05/30/2012
|
5,525
|
|
5.4990
|
05/30/2012
|
22,100
|
|
5.4717
|
05/30/2012
|
22,100
|
|
5.4539
|
05/30/2012
|
16,575
|
|
5.4550
|
05/30/2012
|
11,050
|
|
5.3867
|
05/31/2012
|
5,525
|
|
5.3524
|
05/31/2012
|
44,200
|
|
5.3800
|
05/31/2012
|
11,050
|
|
5.3774
|
05/31/2012
|
27,625
|
|
5.4637
|
05/31/2012
|