UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
ZiLOG, Inc.
(Name of Issuer)
Common Stock, $0.01 par value per share
(Title of Class of Securities)
989524301
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(CUSIP Number)
Jeffrey C. Moskowitz with a copy to:
Managing Member Steven E. Siesser, Esq.
Harvey Partners, LLC Lowenstein Sandler PC
900 Third Avenue, Suite 201-2 1251 Avenue of the Americas
New York, New York 10022 New York, New York 10020
(212) 389-8760 (212) 204-8688
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 5, 2010
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule l3G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 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 Section 240.13d-7 for other
parties to whom copies are to be sent.
*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. 989524301
1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only):
Harvey Partners, LLC
20-3760303
2. Check the Appropriate Box if a Member of a Group (See Instructions):
(a)
(b)
3. SEC Use Only
4. Source of Funds (See Instructions): AF, WC
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e): Not Applicable
6. Citizenship or Place of Organization: Delaware, United States
Number of 7. Sole Voting Power: 469,883*
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Shares Beneficially 8. Shared Voting Power: 0*
------------------------------------------
Owned by
Each Reporting 9. Sole Dispositive Power: 469,883*
------------------------------------------
Person With 10. Shared Dispositive Power: 0*
------------------------------------------
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11. Aggregate Amount Beneficially Owned by Each Reporting Person: 469,883*
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions): [ ]
13. Percent of Class Represented by Amount in Row (11): 2.7%*
14. Type of Reporting Person (See Instructions): IA
*As of January 15, 2010, Harvey SMidCap Fund, LP, a Delaware limited partnership
("SMidCap Fund"), held 259,959 shares of common stock, par value $0.01 per share
(the "Common Shares"), of ZiLOG, Inc., a Delaware corporation (the "Company").
As of January 15, 2010, Harvey SMidCap Offshore Fund, Ltd., a Cayman Islands
exempted company ("SMidCap Offshore Fund"), held 209,924 Common Shares. Harvey
Partners, LLC, a Delaware limited liability company ("Harvey Partners"), is the
investment manager of SMidCap Fund and SMidCap Offshore Fund, and, as such,
possesses sole power to vote and sole power to direct the disposition of all
securities of the Company held by SMidCap Fund and SMidCap Offshore Fund. James
A. Schwartz and Jeffrey C. Moskowitz, the Managing Members of Harvey Partners,
share voting and investment power with respect to all securities beneficially
owned by Harvey Partners. Based upon information set forth in the Company's
proxy statement on Schedule 14A, as filed with the Securities and Exchange
Commission on December 29, 2009, there were 17,302,682 Common Shares outstanding
as of December 17, 2009. As a result of the foregoing, for purposes of Reg.
Section 240.13d-3, as of January 15, 2010, Harvey Partners is deemed to
beneficially own 469,883 Common Shares, or 2.7% of the Common Shares deemed
issued and outstanding as of that date.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is hereby amended by adding the following paragraph at the end
thereof:
The aggregate amount of funds used in making the purchases reported on
this Schedule 13D Amendment No. 2 was $3,711,712.59, including brokerage
commissions. All securities purchased by the Funds reported on this Schedule 13D
Amendment No. 2 were acquired with cash from the respective assets of SMidCap
Fund and SMidCap Offshore Fund.
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended by deleting Item 5 in its entirety and
substituting the following in lieu thereof:
As of January 15, 2010, SMidCap Fund held 259,959 Common Shares and
SMidCap Offshore Fund held 209,924 Common Shares. Harvey Partners is the
investment manager of the Funds, and, as such, possesses sole power to vote and
sole power to direct the disposition of all securities of the Company held by
the Funds. Messrs. Schwartz and Moskowitz, the Managing Members of Harvey
Partners, share voting and investment power with respect to all securities
beneficially owned by Harvey Partners.
Based upon information set forth in the Company's proxy statement on
Schedule 14A, as filed with the Securities and Exchange Commission on December
29, 2009, there were 17,302,682 Common Shares outstanding as of December 17,
2009. As a result of the foregoing, for purposes of Reg. Section 240.13d-3, as
of January 15, 2010, Harvey Partners is deemed to beneficially own 469,883
Common Shares, or 2.7% of the Common Shares deemed issued and outstanding as of
that date.
Except as set forth above, no other Common Shares or securities
convertible into, exercisable for or exchangeable for Common Shares are owned,
beneficially or otherwise, by any of the persons referenced in Item 2.
During the sixty (60) days on or prior to January 5, 2010 and from
January 5, 2010 through January 15, 2010, Harvey Partners effected the following
open-market transactions in Common Shares:
Purchases
Number of Price per
Date Shares Share Fund
---- --------- --------- ---------------------
11/6/2009 853 $2.653 SMidCap Fund
11/6/2009 147 $2.653 SMidCap Offshore Fund
12/17/2009 4,200 $3.5331 SMidCap Fund
12/18/2009 10,000 $3.5302 SMidCap Fund
12/21/2009 24,868 $3.5302 SMidCap Fund
12/22/2009 9,516 $3.5499 SMidCap Fund
12/23/2009 57,000 $3.5458 SMidCap Fund
12/23/2009 12,880 $3.5408 SMidCap Fund
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Sales
Number of Price per
Date Shares Share Fund
---- --------- --------- ---------------------
12/18/2009 35,000 $3.5414 SMidCap Fund
12/21/2009 200 $3.545 SMidCap Fund
12/22/2009 200 $3.56 SMidCap Fund
12/23/2009 20,100 $3.55 SMidCap Fund
12/23/2009 27,467 $3.5449 SMidCap Fund
12/24/2009 19,900 $3.53 SMidCap Fund
1/5/2010 857,250 $3.54 SMidCap Fund
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Except as set forth above, none of the persons referenced in Item 2
has effected any transactions in Common Shares, or securities convertible into,
exercisable for or exchangeable for Common Shares, during the sixty (60) days on
or prior to January 5, 2010 and from January 5, 2010 through January 15, 2010.
As of January 5, 2010, Harvey Partners no longer beneficially owned
greater than five percent of the Company's issued and outstanding Common 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.
January 15, 2010
HARVEY PARTNERS, LLC
By: /s/ Jeffrey C. Moskowitz
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Name: Jeffrey C. Moskowitz
Title: Managing Member
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Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1001).
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