- Amended Statement of Beneficial Ownership (SC 13D/A)
2010年2月9日 - 7:17AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Silicon Storage
Technology, Inc.
(Name of Issuer)
Common Stock,
no par value
(Title of Class of Securities)
827057 10 0
(CUSIP Number)
Richard Vernon Smith, Esq.
Orrick, Herrington & Sutcliffe LLP
The Orrick Building
405 Howard Street
San Francisco, California 94105-2669
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and Communications)
February 2, 2010
(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.
¨
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 persons 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.
827057 10 0
|
|
Page 2 of 9 Pages
|
1.
|
|
Names of Reporting
Persons:
Bing Yeh
|
2.
|
|
Check the Appropriate Box if a
Member of a Group (See Instructions):
(a)
x
(b)
¨
|
3.
|
|
SEC Use Only:
|
4.
|
|
Source of Funds (See
Instructions):
PF, OO
|
5.
|
|
Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or
2(e):
¨
|
6.
|
|
Citizenship or Place of
Organization:
United
States
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power:
276,876
|
|
8.
|
|
Shared Voting Power:
10,618,000
|
|
9.
|
|
Sole Dispositive
Power:
276,876
|
|
10.
|
|
Shared Dispositive
Power:
10,618,000
|
11.
|
|
Aggregate Amount Beneficially
Owned by Each Reporting Person:
10,894,876*
|
12.
|
|
Check if the Aggregate Amount in
Row (11) Excludes Certain Shares (See Instructions):
¨
|
13.
|
|
Percent of Class Represented by
Amount in Row (11)
11.3%**
|
14.
|
|
Type of Reporting Person (See
Instructions):
IN
|
*
|
By virtue of his status as a trustee of the Yeh Family Trust U/T/D dated August 14, 1995 (the
Trust
) and a general partner of Golden Eagle
Capital L.P. (the
Partnership
), Mr. Yeh may be deemed to have beneficial ownership of the 3,038,163 shares and 7,579,837 shares held by the Trust and Partnership, respectively. Mr. Yeh disclaims beneficial ownership of the
shares held by the Partnership except to the extent of his pecuniary interest therein.
|
**
|
Percentage of shares reported is based upon 96,041,033 shares of Common Stock outstanding, consisting of 95,854,157 shares of Common Stock outstanding as of October 31,
2009, as reported in the Issuers Form 10-Q filed with the Securities and Exchange Commission on November 9, 2009, plus 186,876 shares of Common Stock that are subject to options held by Mr. Yeh that are exercisable within 60 days of February
2, 2010.
|
|
|
|
|
|
|
|
|
|
CUSIP No.
827057 10 0
|
|
Page 3 of 9 Pages
|
1.
|
|
Names of Reporting
Persons:
Deborah Yeon-May
Yeh
|
2.
|
|
Check the Appropriate Box if a
Member of a Group (See Instructions):
(a)
x
(b)
¨
|
3.
|
|
SEC Use Only:
|
4.
|
|
Source of Funds (See
Instructions):
PF, OO
|
5.
|
|
Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or
2(e):
¨
|
6.
|
|
Citizenship or Place of
Organization:
United
States
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power:
0
|
|
8.
|
|
Shared Voting Power:
10,618,000
|
|
9.
|
|
Sole Dispositive
Power:
0
|
|
10.
|
|
Shared Dispositive
Power:
10,618,000
|
11.
|
|
Aggregate Amount Beneficially
Owned by Each Reporting Person:
10,618,000*
|
12.
|
|
Check if the Aggregate Amount in
Row (11) Excludes Certain Shares (See Instructions):
¨
|
13.
|
|
Percent of Class Represented by
Amount in Row (11):
11.1%**
|
14.
|
|
Type of Reporting Person (See
Instructions):
IN
|
*
|
By virtue of her status as a trustee of the Yeh Family Trust U/T/D dated August 14, 1995 (the
Trust
) and a general partner of Golden Eagle
Capital L.P. (the
Partnership
), Mrs. Yeh may be deemed to have beneficial ownership of the 3,038,163 shares and 7,579,837 shares held by the Trust and Partnership, respectively. Mrs. Yeh disclaims beneficial ownership of
the shares held by the Partnership except to the extent of her pecuniary interest therein.
|
**
|
Percentage of shares reported is based upon 95,854,157 shares of Common Stock outstanding as of October 31, 2009, as reported in the Issuers Form 10-Q filed with
the Securities and Exchange Commission on November 9, 2009.
|
|
|
|
|
|
|
|
|
|
CUSIP No.
827057 10 0
|
|
Page 4 of 9 Pages
|
1.
|
|
Names of Reporting
Persons:
Golden Eagle Capital
L.P.
|
2.
|
|
Check the Appropriate Box if a
Member of a Group (See Instructions):
(a)
x
(b)
¨
|
3.
|
|
SEC Use Only:
|
4.
|
|
Source of Funds (See
Instructions):
PF, OO
|
5.
|
|
Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or
2(e):
¨
|
6.
|
|
Citizenship or Place of
Organization:
California
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power:
0
|
|
8.
|
|
Shared Voting Power:
7,579,837
|
|
9.
|
|
Sole Dispositive
Power:
0
|
|
10.
|
|
Shared Dispositive
Power:
7,579,837
|
11.
|
|
Aggregate Amount Beneficially
Owned by Each Reporting Person:
7,579,837*
|
12.
|
|
Check if the Aggregate Amount in
Row (11) Excludes Certain Shares (See Instructions):
¨
|
13.
|
|
Percent of Class Represented by
Amount in Row (11):
7.9%**
|
14.
|
|
Type of Reporting Person (See
Instructions):
PN
|
*
|
By virtue of their status as general partners of Golden Eagle Capital L.P. (the
Partnership
), each of Mr. Yeh and Mrs. Yeh may be deemed to
have beneficial ownership of the 7,579,837 shares held by the Partnership.
|
**
|
Percentage of shares reported is based upon 95,854,157 shares of Common Stock outstanding as of October 31, 2009, as reported in the Issuers Form 10-Q filed with
the Securities and Exchange Commission on November 9, 2009.
|
|
|
|
|
|
|
|
|
|
|
|
CUSIP No.
827057 10 0
|
|
Page 5 of 9 Pages
|
1.
|
|
Names of Reporting
Persons:
Yeh Family Trust U/T/D dated August
14, 1995
|
2.
|
|
Check the Appropriate Box if a
Member of a Group (See Instructions):
(a)
x
(b)
¨
|
3.
|
|
SEC Use Only:
|
4.
|
|
Source of Funds (See
Instructions):
PF, OO
|
5.
|
|
Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or
2(e):
¨
|
6.
|
|
Citizenship or Place of Organization:
California
|
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power:
0
|
|
8.
|
|
Shared Voting Power:
3,038,163
|
|
9.
|
|
Sole Dispositive
Power:
0
|
|
10.
|
|
Shared Dispositive
Power:
3,038,163
|
11.
|
|
Aggregate Amount Beneficially
Owned by Each Reporting Person:
3,038,163*
|
12.
|
|
Check if the Aggregate Amount in
Row (11) Excludes Certain Shares (See
Instructions):
¨
|
13.
|
|
Percent of Class Represented by
Amount in Row (11):
3.2%**
|
14.
|
|
Type of Reporting Person (See
Instructions):
OO
|
*
|
By virtue of their status as trustees of the Yeh Family Trust U/T/D dated August 14, 1995 (the
Trust
), each of Mr. Yeh and Mrs. Yeh may be
deemed to have beneficial ownership of the 3,038,163 shares held by the Trust. Mr. Yeh and Mrs. Yeh disclaim beneficial ownership of the shares held by the Partnership except to the extent of their pecuniary interest therein.
|
**
|
Percentage of shares reported is based upon 95,854,157 shares of Common Stock outstanding as of October 31, 2009, as reported in the Issuers Form 10-Q filed with
the Securities and Exchange Commission on November 9, 2009.
|
|
|
|
|
|
|
|
|
|
CUSIP No.
827057 10 0
|
|
Page 6 of 9 Pages
|
1.
|
|
Names of Reporting
Persons:
Yaw Wen Hu
|
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):
PF, OO
|
5.
|
|
Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or
2(e):
¨
|
6.
|
|
Citizenship or Place of
Organization:
United
States
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power:
1,220,801
|
|
8.
|
|
Shared Voting Power:
0
|
|
9.
|
|
Sole Dispositive
Power:
1,220,801
|
|
10.
|
|
Shared Dispositive
Power:
0
|
11.
|
|
Aggregate Amount Beneficially
Owned by Each Reporting Person:
1,220,801
|
12.
|
|
Check if the Aggregate Amount in
Row (11) Excludes Certain Shares (See Instructions):
¨
¨
|
13.
|
|
Percent of Class Represented by
Amount in Row (11):
1.3%*
|
14.
|
|
Type of Reporting Person (See
Instructions):
IN
|
*
|
Percentage of shares reported is based upon 96,178,780 shares of Common Stock outstanding, consisting of 95,854,157 shares of Common Stock outstanding as of October 31,
2009, as reported in the Issuers Form 10-Q filed with the Securities and Exchange Commission on November 9, 2009, plus 324,623 shares of Common Stock that are subject to options held by Dr. Hu that are exercisable within 60 days of February 2,
2010.
|
|
|
|
|
|
Page 7 of 9 Pages
|
|
|
Item 1.
|
|
Security and Issuer.
|
|
|
|
|
This Amendment No. 1 to Schedule 13D (this
Amendment No. 1
) amends and supplements the statement on Schedule 13D originally filed on January 12, 2010
(the
Original Schedule 13D
and as amended and supplemented by this Amendment No. 1, the
Schedule 13D
), by (i) Bing Yeh, (ii) Deborah Yeon-May Yeh, (iii) Golden Eagle Capital L.P. (the
Partnership
), (iv) Yeh Family Trust U/T/D dated August 14, 1995 (the
Trust
), and (v) Yaw Wen Hu (collectively, the
Reporting Persons
) relating
to the common stock, no par value (
Common Stock
), of Silicon Storage Technology, Inc., a California corporation (the
Issuer
). The principal executive offices of the Issuer are located at 1020 Kifer
Road, Sunnyvale, California 94086.
|
|
|
Item 2.
|
|
Identity and Background.
|
|
|
|
|
Item 2 of the Schedule 13D is amended and supplemented by adding thereto the following:
As of February 2, 2010, Mr. Yeh and Mr. Hu may no longer be deemed a group
within the meaning of Section 13(d)(3) of the Exchange Act. Effective immediately after the filing of this Amendment No. 1, Mr. Hu shall cease to be a joint filer and Reporting Person on this Schedule 13D. Except as expressly set forth in this
Schedule 13D, each Reporting Person disclaims beneficial ownership of the shares of Common Stock beneficially owned by any other Reporting Person.
|
|
|
Item 3.
|
|
Source and Amount of Funds or Other Consideration.
|
|
|
|
|
Item 3 of the Schedule 13D is hereby amended and supplemented by deleting the last paragraph under Item 3 of the Original Schedule 13D.
|
|
|
Item 4.
|
|
Purpose of Transaction.
|
|
|
|
|
Item 4 of the Schedule 13D is hereby amended and supplemented by adding thereto the following:
On February 2, 2010, the Issuer entered into an Agreement and Plan of Merger (the
Subsequent Merger Agreement
), with Microchip Technology Incorporated, a Delaware corporation, and Sun Acquisition Corporation, a California corporation and a wholly owned subsidiary of Parent (
Merger
Sub
), pursuant which, and upon the terms and subject to the conditions thereof, Merger Sub will be merged with and into the Issuer and each outstanding share of Common Stock (other than shares as to which dissenters rights have
been properly exercised) will be converted into the right to receive $2.85, without interest. Also on February 2, 2010 and prior to entering into the Subsequent Merger Agreement, the Issuer terminated the Merger Agreement. Pursuant to their
terms, the Contribution Agreement and the Voting Agreement terminated automatically upon termination of the Merger Agreement.
|
|
|
|
|
|
Page 8 of 9 Pages
|
|
|
Item 5.
|
|
Interest in Securities of the Issuer.
|
|
|
|
|
Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:
(a)-(b) Each of Mr. Yeh and Mrs. Yeh has shared power to direct the vote or disposition
of 10,618,000 shares of Common Stock, of which 3,038,163 shares are held by the Trust and 7,579,837 shares are held by the Partnership. Mr. Yeh has sole power to direct the vote or disposition of 90,000 shares of Common Stock held by him in an IRA
account and 186,876 shares of Common Stock that are subject to options held by him that are exercisable within 60 days of February 2, 2010. Accordingly, the respective percentages of shares of Common Stock beneficially owned by Mr. Yeh and Mrs. Yeh,
respectively, are approximately 11.3%
1
and approximately
11.1%
2
of the class.
The Trust and Partnership have no power to direct the vote or disposition of any of the
shares, but as members of a group with Mr. Yeh and Mrs. Yeh, each is deemed to beneficially own and share voting and dispositive power over the shares of the Common Stock beneficially owned by Mr. Yeh and Mrs. Yeh.
Dr. Hu has the sole power to direct the vote or disposition of all 1,220,801 shares of
Common Stock held by him, including the 324,623 shares of Common Stock that are subject to options that are exercisable within 60 days of February 2, 2010. Accordingly, the percentage of shares of Common Stock beneficially owned by Dr. Hu is
approximately 1.3%
3
of the class.
Except as expressly set forth in this Schedule, each Reporting Person disclaims
beneficial ownership of the shares of Common Stock beneficially owned by any other Reporting Person.
|
|
|
|
|
(c) Except as described elsewhere in this Schedule 13D, the Reporting Persons have not effected any transaction in the Common Stock during the past 60 days, and none of the
persons named under Item 2 have effected transactions in the Common Stock during the past 60 days.
|
|
|
|
|
(d) No other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any shares of Common Stock beneficially owned
by the Reporting Persons as of the date hereof.
|
|
|
|
|
(e) As a result of the termination of the Contribution Agreement described in Item 6 of this Amendment No. 1, Mr. Yeh and Mr. Hu may no longer be deemed to constitute a
group within the meaning of Section 13(d)(3) of the Exchange Act. Accordingly, as of February 2, 2010, Mr. Hu may no longer be deemed to beneficially own at least 5% of the outstanding shares of Common Stock.
|
|
|
Item 6.
|
|
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
|
|
|
|
|
Item 6 of the Schedule 13D is hereby amended and supplemented by adding thereto the following:
The Contribution Agreement and the Voting Agreement have terminated. See Item 4 herein.
|
1
|
Based upon 96,041,033 shares of Common Stock outstanding, consisting of 95,854,157 shares of Common Stock outstanding as of October 31, 2009, as
reported in the Issuers Form 10-Q filed with the SEC on November 9, 2009, plus 186,876 shares of Common Stock that are subject to options held by Mr. Yeh that are exercisable within 60 days of February 2, 2010.
|
2
|
Based upon 95,854,157 shares of Common Stock outstanding as of October 31, 2009, as reported in the Issuers Form 10-Q filed with the SEC on
November 9, 2009.
|
3
|
Based upon 96,178,780 shares of Common Stock outstanding, consisting of 95,854,157 shares of Common Stock outstanding as of October 31, 2009, as
reported in the Issuers Form 10-Q filed with the SEC on November 9, 2009, plus 324,623 shares of Common Stock that are subject to options held by Dr. Hu that are exercisable within 60 days of February 2, 2010.
|
Page 9 of 9 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.
|
February 8, 2010
|
Date
|
|
/s/ B
ING
Y
EH
|
Bing Yeh
|
|
/s/ D
EBORAH
Y
EON
-M
AY
Y
EH
|
Deborah Yeon-May Yeh
|
|
|
|
G
OLDEN
E
AGLE
C
APITAL
, L.P.
|
|
|
By:
|
|
/s/ B
ING
Y
EH
|
|
|
Bing Yeh, General Partner
|
|
|
By:
|
|
/s/ D
EBORAH
Y
EON
-M
AY
Y
EH
|
|
|
Deborah Yeon-May Yeh, General Partner
|
|
|
|
Y
EH
F
AMILY
T
RUST
U/T/D
DATED
A
UGUST
14, 1995
|
|
|
By:
|
|
Bing Yeh and Deborah Yeon-May Yeh,
as Co-Trustees of the Yef Family Trust
U/T/D dated August 14, 1995
|
|
|
By:
|
|
/s/ B
ING
Y
EH
|
|
|
Bing Yeh, Trustee
|
|
|
By:
|
|
/s/ D
EBORAH
Y
EON
-M
AY
Y
EH
|
|
|
Deborah Yeon-May Yeh, Trustee
|
|
/s/ Y
AW
W
EN
H
U
|
Yaw Wen Hu
|
SoundThinking (NASDAQ:SSTI)
過去 株価チャート
から 6 2024 まで 7 2024
SoundThinking (NASDAQ:SSTI)
過去 株価チャート
から 7 2023 まで 7 2024