ther is a dochtml March 13, 2009 - SC 13D: Schedule filed to report acquisition of beneficial ownership of 5% or more of a class of equity securities | Microchip Technology Incorporated (MCHP)

Form: SC 13D

Schedule filed to report acquisition of beneficial ownership of 5% or more of a class of equity securities

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).
 
 
 

 

 
 
 
 
 
 
 CUSIP No: 868532102
Schedule 13D
Page 2 of 6 Pages
 

 
1.
NAMES OF REPORTING PERSONS
Microchip Technology Incorporated
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a)o
(b)o
 
3.
SEC USE ONLY
 
4.
SOURCE OF FUNDS (See Instructions)
WC
 
5.
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E)
 
 
o
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
 
  NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
  
7.
SOLE VOTING POWER
786,200
 
8.
SHARED VOTING POWER
0
 
9.
SOLE DISPOSITIVE POWER
786,200
 
10.
SHARED DISPOSITIVE POWER
0
 
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
786,200
 
12.
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
 
o
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.1%
 
14.
TYPE OF REPORTING PERSON (See Instructions)
CO
 

 
 
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 CUSIP No: 868532102
Schedule 13D
Page 3 of 6 Pages
 

Item 1.
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.
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.
 
 
Item 3.
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.
 

Item 4.
Purpose of Transaction

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.   
 

Item 5.
Interest in Securities of the Issuer

(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. 
 

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 CUSIP No: 868532102
Schedule 13D
Page 4 of  6 Pages
 
(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:

 
Trade Date
Shares
Price / Share
January 20, 2009
40,000
$22.50
March 4, 2009
4,400
$25.00
March 10, 2009
6,900
$25.00
March 11, 2009
37,500
$25.00
 
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.
 
Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
 
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:
 
 
Trade Date
Shares
Price
Expiration Date
Various
401,200
$25.00
March 20, 2009
Various
30,000
$22.50
January 20, 2010
Various
350,000
$25.00
January 20, 2010
 
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.
 

Item 7.
Material to Be Filed as Exhibits
 
    None
 
 

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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.
 
 
Dated: March 13, 2009
 
MICROCHIP TECHNOLOGY INCORPORATED
   
 
 
By:  /s/ J. Eric Bjornholt                                                 
 
J. Eric Bjornholt
Vice President, Chief Financial Officer
(Principal Accounting and Financial Officer)
 
 
 

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 CUSIP No: 868532102
Schedule 13D
Page 6 of 6 Pages

SCHEDULE I
 
MICROCHIP TECHNOLOGY INCORPORATED
DIRECTORS AND EXECUTIVE OFFICERS

 
Name
  
Present
Principal Occupation
  
Present
Business Address
  
Country of Citizenship
Steve Sanghi
  
President, Chief Executive Officer and Chairman of the Board of Microchip Technology Incorporated
  
Microchip Technology Incorporated
2355 West Chandler Boulevard
Chandler, Arizona  85224-6199
  
United States
             
Matthew W. Chapman
  
Director of Microchip Technology Incorporated
President and Chief Executive Officer of Northwest Evaluation Association
  
Northwest Evaluation Association
5885 S.W. Meadow Rd, #200
Lake Oswego, OR 97035
  
United States
             
L.B. Day
  
Director of Microchip Technology Incorporated
President of L.B. Day & Company, Inc.
  
L.B. Day & Co.
806 S.W. Broadway, 11th Flr.
Portland, OR 97205-3313
  
United States
             
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
             
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
             
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
             
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
             
David S. Lambert
  
Vice President, Fab Operations of Microchip Technology Incorporated
  
Microchip Technology Incorporated
2355 West Chandler Boulevard
Chandler, Arizona  85224-6199
  
United States
             
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
             
Ganesh Moorthy
  
Executive Vice President of Microchip Technology Incorporated
  
Microchip Technology Incorporated
2355 West Chandler Boulevard
Chandler, Arizona  85224-6199
  
United States
             
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
 
 
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