SC 13D: Schedule filed to report acquisition of beneficial ownership of 5% or more of a class of equity securities
Published on March 13, 2009
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
(Rule
13d-101)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO
RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE
13d-2(a)
Under
the Securities Exchange Act of 1934
(Amendment
No. 1 )*
Supertex,
Inc.
(Name of
Issuer)
Common Stock, no par
value
(Title of
Class of Securities)
868532102
(CUSIP
Number)
J.
Eric Bjornholt
Vice
President and Chief Financial Officer
Microchip
Technology Incorporated
2355
West Chandler Boulevard
Chandler,
Arizona 85224-6199
(480)
792-7200
With a
Copy to:
J.
Robert Suffoletta
Wilson
Sonsini Goodrich & Rosati
650
Page Mill Rd.
Palo
Alto, CA 94304
(650)
493-9300
(Name,
Address and Telephone Number of Person Authorized to
Receive
Notices and Communications)
March 11,
2009
(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. o
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.
* 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).
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CUSIP No:
868532102
|
Schedule
13D
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Page 2
of 6 Pages
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1.
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NAMES
OF REPORTING PERSONS
Microchip
Technology Incorporated
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|||
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See
Instructions)
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(a)o
(b)o
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||
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3.
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SEC
USE ONLY
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4.
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SOURCE
OF FUNDS (See Instructions)
WC
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5.
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CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT
TO ITEMS 2(D) OR 2(E)
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o
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||
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6.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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7.
|
SOLE
VOTING POWER
786,200
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||
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8.
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SHARED
VOTING POWER
0
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9.
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SOLE
DISPOSITIVE POWER
786,200
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10.
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SHARED
DISPOSITIVE POWER
0
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11.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
786,200
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12.
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN
SHARES (See Instructions)
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o
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||
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13.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.1%
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14.
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TYPE
OF REPORTING PERSON (See Instructions)
CO
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2
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CUSIP No:
868532102
|
Schedule
13D
|
Page 3
of 6 Pages
|
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Item
1.
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Security
and Issuer
|
This
Amendment No. 1 to Statement on Schedule 13D (this “Schedule 13D”)
relates to the common stock, no par value (the “Common Stock”), of
Supertex, Inc., a California corporation (the “Issuer”), having its
principal executive offices at 1235 Bordeaux Drive, Sunnyvale, California
94086.
|
Item
2.
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Identity
and Background
|
This
Amendment No. 1 to Schedule 13D is being filed by Microchip Technology
Incorporated, a Delaware corporation (“Microchip” or the
“Reporting
Person”). The address of the principal business office of
Microchip is 2355 West Chandler Boulevard, Chandler,
Arizona 85224-6199.
The
principal business of Microchip is the development and manufacturing of
specialized semiconductor products used by its customers for a wide variety of
embedded control applications.
The name,
present principal occupation or employment, present business address and country
of citizenship of each director and executive officer of Microchip is set forth
on Schedule I
attached hereto.
During
the past five years, neither Microchip nor, to the best of Microchip’s
knowledge, any director or executive officer of Microchip, has been (i)
convicted of a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) 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 violation with respect to such
laws.
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Item
3.
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Source
and Amount of Funds or Other
Consideration
|
An
aggregate of 594,300 shares of Common Stock reported in this Schedule 13D as
being beneficially owned by Microchip were acquired in open market
purchases. The remaining aggregate of 191,900 shares were acquired
pursuant to the exercise of put options sold by Microchip. The
aggregate purchase price for the shares of Common Stock purchased by Microchip
in open market purchases and pursuant to the exercise of put options was $16.9
million. The source of funding for the purchases of such shares was
the general working capital of Microchip.
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Item
4.
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Purpose
of Transaction
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Microchip
acquired certain of the shares in open market transactions prior to May 13,
2008. Microchip acquired additional shares in accordance with certain put
option transactions Microchip had previously entered into. Microchip has
no current intention to acquire additional shares of the Issuer's common stock
except as described herein or pursuant to the exercise of similar option-related
transactions Microchip also previously entered into (see Item 6 below), although
Microchip may do so depending on market conditions and other factors that it
deems appropriate in its sole discretion. Microchip may also acquire
or sell additional shares of the Issuer's common stock as it deems
appropriate, whether in open market purchases, privately negotiated transactions
or otherwise. Microchip and/or its advisors may enter into or engage in
discussions with the Issuer concerning an event referred to in paragraphs (a)
through (j), inclusive, of Item 4 of Schedule 13D. Microchip and/or its
advisors may also engage in discussions with other market participants and/or
other stockholders of the Issuer concerning the issuer, as Microchip deems
advisable or appropriate. Microchip also reserves the right to dispose of
some or all of the shares of Common Stock at any time in the open market, in
privately negotiated transactions to third parties or otherwise as it deems
appropriate in its sole discretion.Any of the foregoing actions could lead to
one or more of the events referred to in paragraphs (a) through (j), inclusive,
of Item 4 of Schedule 13D, including, potentially, one or more mergers,
consolidations, sales or acquisitions of assets, change in control, issuances,
purchases, dispositions or pledges of securities or other changes in
capitalization.
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Item
5.
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Interest
in Securities of the
Issuer
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(a),
(b) According to the Issuer’s Quarterly Report on Form 10-Q for the
Quarter Ended December 27, 2008, filed with the Securities Exchange Commission
on February 4, 2009, there were 12,869,095 shares of Common Stock issued
and outstanding as of January 30, 2009. Based on such information and
including the transactions described in Item 5(c) below, Microchip reports
beneficial ownership of 786,200 shares of Common Stock, which represents 6.1% of
the total number of issued and outstanding shares of Common
Stock. Voting and dispositive power with respect to such shares of
Common Stock is held solely by Microchip.
3
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CUSIP No:
868532102
|
Schedule
13D
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Page 4
of 6 Pages
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(c) During
the last sixty (60) days, Microchip did not purchase any shares of Common Stock
in the open market. During the last sixty (60) days, Microchip
purchased the following shares of Common Stock pursuant to the exercise of put
options previously sold by Microchip:
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Trade
Date
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Shares
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Price
/ Share
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January
20, 2009
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40,000
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$22.50
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March
4, 2009
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4,400
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$25.00
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March
10, 2009
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6,900
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$25.00
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March
11, 2009
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37,500
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$25.00
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Other
than the transactions and agreements disclosed above, neither Microchip nor, to
the best of Microchip’s knowledge, any director or executive officer of
Microchip, has engaged in any transactions in shares of Common Stock in the last
sixty (60) days.
(d),
(e) Not applicable.
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Item
6.
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Contracts,
Arrangements, Understandings or Relationships with Respect to Securities
of the Issuer
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Microchip
has written and sold the following put options that provide the other party with
the option to sell the indicated numbers of shares of Common Stock of the Issuer
to Microchip at the specified exercise prices at any time prior to the specified
expiration dates:
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Trade
Date
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Shares
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Price
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Expiration
Date
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Various
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401,200
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$25.00
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March
20, 2009
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Various
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30,000
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$22.50
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January
20, 2010
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Various
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350,000
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$25.00
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January
20, 2010
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Other
than as described above, there are no other contracts, arrangements,
understandings or relationships (legal or otherwise) between Microchip or, to
the best of Microchip’s knowledge, any director or executive officer of
Microchip, and any person with respect to any securities of the Issuer,
including but not limited to, transfer or voting of any of the securities of the
Issuer, finder’s fees, joint ventures, loan or option arrangements, puts or
calls, guarantees of profits, division of profits or loss, or the giving or
withholding of proxies.
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Item
7.
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Material
to Be Filed as Exhibits
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None
4
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CUSIP No:
868532102
|
Schedule
13D
|
Page 5
of 6 Pages
|
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.
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Dated:
March 13, 2009
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MICROCHIP
TECHNOLOGY INCORPORATED
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By: /s/ J. Eric
Bjornholt
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J.
Eric Bjornholt
Vice
President, Chief Financial Officer
(Principal
Accounting and Financial
Officer)
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5
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CUSIP No:
868532102
|
Schedule
13D
|
Page 6
of 6 Pages
|
SCHEDULE
I
MICROCHIP
TECHNOLOGY INCORPORATED
DIRECTORS
AND EXECUTIVE OFFICERS
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Name
|
Present
Principal
Occupation
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Present
Business
Address
|
Country
of Citizenship
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Steve
Sanghi
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President,
Chief Executive Officer and Chairman of the Board of Microchip Technology
Incorporated
|
Microchip
Technology Incorporated
2355
West Chandler Boulevard
Chandler,
Arizona 85224-6199
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United
States
|
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Matthew
W. Chapman
|
Director
of Microchip Technology Incorporated
President
and Chief Executive Officer of Northwest Evaluation
Association
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Northwest
Evaluation Association
5885
S.W. Meadow Rd, #200
Lake
Oswego, OR 97035
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United
States
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|||
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L.B.
Day
|
Director
of Microchip Technology Incorporated
President
of L.B. Day & Company, Inc.
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L.B.
Day & Co.
806
S.W. Broadway, 11th
Flr.
Portland,
OR 97205-3313
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United
States
|
|||
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Albert
J. Hugo-Martinez
|
Director
of Microchip Technology Incorporated
Chief
Executive Officer of Hugo-Martinez Associates
|
Hugo-Martinez
and Associates
1366
Via Alta
Del
Mar, CA 92014
|
United
States
|
|||
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Wade
F. Meyercord
|
Director
of Microchip Technology Incorporated
President
of Meyercord & Associates, Inc.
|
Meyercord
& Associates, Inc.
16187
Greenwood Lane
Los
Gatos, CA 95030
|
United
States
|
|||
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J.
Eric Bjornholt
|
Vice
President, Chief Financial Officer of Microchip Technology
Incorporated
|
Microchip
Technology Incorporated
2355
West Chandler Boulevard
Chandler,
Arizona 85224-6199
|
United
States
|
|||
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Stephen
V. Drehobl
|
Vice
President, Security, Microcontroller and Technology Division of Microchip
Technology Incorporated
|
Microchip
Technology Incorporated
2355
West Chandler Boulevard
Chandler,
Arizona 85224-6199
|
United
States
|
|||
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David
S. Lambert
|
Vice
President, Fab Operations of Microchip Technology
Incorporated
|
Microchip
Technology Incorporated
2355
West Chandler Boulevard
Chandler,
Arizona 85224-6199
|
United
States
|
|||
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Mitchell
R. Little
|
Vice
President, Worldwide Sales and Applications of Microchip Technology
Incorporated
|
Microchip
Technology Incorporated
2355
West Chandler Boulevard
Chandler,
Arizona 85224-6199
|
United
States
|
|||
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Ganesh
Moorthy
|
Executive
Vice President of Microchip Technology Incorporated
|
Microchip
Technology Incorporated
2355
West Chandler Boulevard
Chandler,
Arizona 85224-6199
|
United
States
|
|||
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Richard
J. Simoncic
|
Vice
President, Analog and Interface Products Division of Microchip Technology
Incorporated
|
Microchip
Technology Incorporated
2355
West Chandler Boulevard
Chandler,
Arizona 85224-6199
|
United
States
|
6