-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SiOyyd/no4MJLKWe13KhqXmfD6/7eXV8T9bEEROY1YQJt7HNLjFsdLCsO4ekhGTf 9/WlKofK+G0xlLfZDQfIPg== 0001013594-06-000340.txt : 20060523 0001013594-06-000340.hdr.sgml : 20060523 20060523122847 ACCESSION NUMBER: 0001013594-06-000340 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060523 DATE AS OF CHANGE: 20060523 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LEXAR MEDIA INC CENTRAL INDEX KEY: 0001058289 STANDARD INDUSTRIAL CLASSIFICATION: PHOTOGRAPHIC EQUIPMENT & SUPPLIES [3861] IRS NUMBER: 330723123 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-60277 FILM NUMBER: 06860739 BUSINESS ADDRESS: STREET 1: 47300 BAYSIDE PARKWAY CITY: FREMONT STATE: CA ZIP: 94538 BUSINESS PHONE: 510-413-1200 MAIL ADDRESS: STREET 1: 47300 BAYSIDE PARKWAY CITY: FREMONT STATE: CA ZIP: 94538 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ELLIOTT ASSOCIATES, L.P. CENTRAL INDEX KEY: 0000904495 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 222140975 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 712 FIFTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2125062999 MAIL ADDRESS: STREET 1: 712 FIFTH AVE CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: ELLIOTT ASSOCIATES LP DATE OF NAME CHANGE: 19930513 SC 13D/A 1 lexar13da-052306.txt 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) (Amendment No.1)* Lexar Media, Inc. --------------------- (Name of Issuer) Common Stock --------------------------- (Title of Class of Securities) 52886P104 --------------------- (CUSIP Number) Martin D. Sklar, Esq. Kleinberg, Kaplan, Wolff & Cohen, P.C. 551 Fifth Avenue, New York, New York 10176 Tel: (212) 986-6000 --------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 23, 2006 --------------------- (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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 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 Rule 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 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). 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Elliott Associates, L.P. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[x] (b)[ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS* WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7. SOLE VOTING POWER 2,463,663 8 SHARED VOTING POWER 0 9. SOLE DISPOSITIVE POWER 2,463,663 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,463,663 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.0% 14. TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Elliott International, L.P. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[x] (b)[ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS* WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands, British West Indies NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7. SOLE VOTING POWER 0 8 SHARED VOTING POWER 3,698,197 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 3,698,197 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,698,197 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.5% 14. TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Elliott International Capital Advisors Inc. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[x] (b)[ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS* OO 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7. SOLE VOTING POWER 0 8 SHARED VOTING POWER 3,698,197 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 3,698,197 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,698,197 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.5% 14. TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! This statement is filed with respect to the shares of the common stock, $0.0001 par value (the "Common Stock"), of Lexar Media, Inc. (the "Issuer"), beneficially owned by the Reporting Persons (as defined below) as of May 23, 2006 and amends and supplements the Schedule 13D filed on March 20, 2006 (collectively, the "Schedule 13D"). Except as set forth herein, the Schedule 13D is unmodified. ITEM 2. Identity and Background. (a)-(c) This statement is being filed by Elliott Associates, L.P., a Delaware limited partnership, and its wholly-owned subsidiaries (collectively, "Elliott"), Elliott International, L.P., a Cayman Islands limited partnership ("Elliott International"), and Elliott International Capital Advisors Inc., a Delaware corporation ("EICA" and collectively with Elliott and Elliott International, the "Reporting Persons"). Paul E. Singer ("Singer"), Elliott Capital Advisors, L.P., a Delaware limited partnership ("Capital Advisors"), which is controlled by Singer, and Elliott Special GP, LLC, a Delaware limited liability company ("Special GP"), which is controlled by Singer, are the general partners of Elliott. Hambledon, Inc., a Cayman Islands corporation ("Hambledon"), which is also controlled by Singer, is the sole general partner of Elliott International. EICA is the investment manager for Elliott International. EICA expressly disclaims equitable ownership of and pecuniary interest in any shares of Common Stock. ELLIOTT The business address of Elliott is 712 Fifth Avenue, 36th Floor, New York, New York 10019. The principal business of Elliott is to purchase, sell, trade and invest in securities. SINGER Singer's business address is 712 Fifth Avenue, 36th Floor, New York, New York 10019. Singer's principal business is to serve as a general partner of Elliott and Capital Advisors, as the president of EICA, and as a managing member of Special GP. CAPITAL ADVISORS The business address of Capital Advisors is 712 Fifth Avenue, 36th Floor, New York, New York 10019. The principal business of Capital Advisors is the furnishing of investment advisory services. Capital Advisors also serves as a managing member of Special GP. The names, business addresses, and present principal occupation or employment of the general partners of Capital Advisors are as follows: NAME ADDRESS OCCUPATION Paul E. Singer 712 Fifth Avenue 36th Floor General partner of Elliott New York, New York 10019 and Capital Advisors; President of EICA; and a managing member of Special GP Braxton Associates,Inc. 712 Fifth Avenue 36th Floor The principal business of New York, New York 10019 Braxton Associates, Inc. is serving as general partner of Capital Advisors Elliott Asset 712 Fifth Avenue General Partner of Capital Management LLC 36th Floor Advisors New York, New York 10019 The name, business address, and present principal occupation or employment of the sole director and executive officer of Braxton Associates, Inc. are as follows: NAME ADDRESS OCCUPATION Paul E. Singer 712 Fifth Avenue General partner of Elliott 36th Floor and Capital Advisors and New York, New York 10019 President of EICA ELLIOTT SPECIAL GP, LLC The business address of Special GP is 712 Fifth Avenue, 36th Floor, New York, New York 10019. The principal business of Special GP is serving as a general partner of Elliott. The names, business address, and present principal occupation or employment of the managing members of Special GP are as follows: NAME ADDRESS OCCUPATION Paul E. Singer 712 Fifth Avenue 36th Floor General partner of Elliott New York, New York 10019 and Capital Advisors; President of EICA; and a managing member of Special GP Braxton Associates, Inc. 712 Fifth Avenue 36th Floor The principal business of New York, New York 10019 Braxton Associates, Inc.is is serving as general partner of Capital Advisors Elliott Asset 712 Fifth Avenue General Partner of Capital Management LLC 36th Floor Advisors New York, New York 10019 ELLIOTT INTERNATIONAL The business address of Elliott International is c/o Maples & Calder, P.O. Box 309, Ugland House, South Church Street George Town, Cayman Islands, British West Indies. The principal business of Elliott International is to purchase, sell, trade and invest in securities. The name, business address, and present principal occupation or employment of the general partner of Elliott International is as follows: NAME ADDRESS OCCUPATION Hambledon, Inc. c/o Maples & Calder General partner of Elliott P.O. Box 309 International Ugland House South Church Street George Town, Cayman Islands British West Indies HAMBLEDON The name, business address, and present principal occupation or employment of the sole director and executive officer of Hambledon are as follows: NAME ADDRESS OCCUPATION Paul E. Singer 712 Fifth Avenue General partner of Elliott 36th Floor and Capital Advisors; New York, New York 10019 President of EICA; and a managing member of Special GP EICA The business address of EICA is 712 Fifth Avenue, 36th Floor, New York, New York 10019. The principal business of EICA is to act as investment manager for Elliott International. The name, business address, and present principal occupation or employment of the sole director and executive officer of EICA is as follows: NAME ADDRESS OCCUPATION Paul E. Singer 712 Fifth Avenue General partner of Elliott 36th Floor and Capital Advisors; New York, New York 10019 President of EICA; and a managing member of Special GP (d) and (e) During the last five years, none of the persons or entities listed above has been (i) convicted in 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. (f) Mr. Singer is a citizen of the United States of America. ITEM 3. Source and Amount of Funds or Other Consideration. Elliott Working Capital $20,278,636 Elliott International Working Capital $30,960,955 ITEM 5. Interest in Securities of the Issuer. (a) Elliott beneficially owns 2,463,663 shares of Common Stock, constituting 3.0% of all of the outstanding shares of Common Stock. Elliott International and EICA beneficially own an aggregate of 3,698,197 shares of Common Stock, constituting 4.5% of all of the outstanding shares of Common Stock. Collectively, Elliott, Elliott International and EICA beneficially own 6,161,860 shares of Common Stock constituting 7.5% of all of the outstanding shares of Common Stock. (b) Elliott has the power to vote or direct the vote of, and to dispose or direct the disposition of, the shares of Common Stock beneficially owned by it. Elliott International has the shared power with EICA to vote or direct the vote of, and to dispose or direct the disposition of, the shares of Common Stock owned by Elliott International. Information regarding each of Elliott International and EICA is set forth in Item 2 of this Schedule 13D and is expressly incorporated by reference herein. (c) The following transactions were effected by Elliott during the past sixty (60) days: Approx. Price per Amount of Shs. Share (excl. of Date Security Bought (Sold) commissions) 2006-05-23 Common 40,000 9.00 2006-05-22 Common 20,000 8.72 2006-05-22 Common 60,000 8.72 2006-04-27 Common 20,000 9.94 2006-04-27 Common 53,400 9.91 2006-04-17 Common (23,576) 9.24 2006-04-13 Common (120,000) 9.19 2006-04-12 Common 19,960 8.92 2006-04-11 Common 18,705 8.84 2006-04-10 Common 535 8.62 2006-04-06 Common 24,000 9.24 2006-04-06 Common 39,960 9.18 2006-04-05 Common 19,960 9.14 2006-04-03 Common 20,080 8.92 2006-03-28 Common 40,000 8.71 2006-03-28 Common 10,000 8.45 2006-03-28 Common 7,800 8.63 2006-03-28 Common 58,000 8.61 2006-03-28 Common 40,000 8.70
The following transactions were effected by Elliott International during the past sixty (60) days: Approx. Price per Amount of Shs. Share (excl. of Date Security Bought (Sold) commissions) 2006-05-23 Common 60,000 9.00 2006-05-22 Common 30,000 8.72 2006-05-22 Common 90,000 8.72 2006-04-27 Common 30,000 9.94 2006-04-27 Common 80,100 9.91 2006-04-17 Common (35,363) 9.24 2006-04-13 Common (180,000) 9.19 2006-04-12 Common 29,940 8.92 2006-04-11 Common 28,059 8.84 2006-04-10 Common 802 8.62 2006-04-06 Common 36,000 9.24 2006-04-06 Common 59,940 9.18 2006-04-05 Common 29,940 9.14 2006-04-03 Common 30,120 8.92 2006-03-28 Common 60,000 8.71 2006-03-28 Common 60,000 8.70 2006-03-28 Common 15,000 8.45 2006-03-28 Common 11,700 8.63 2006-03-28 Common 87,000 8.61
All of the above transactions were effected on the Nasdaq National Market. No other transactions with respect to the Common Stock that are required to be reported on Schedule 13D were effected by any of the Reporting Persons during the past sixty (60) days. (d) No person other than Elliott has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock beneficially owned by Elliott. No person other than Elliott International and EICA has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock beneficially owned by Elliott International and EICA. (e) Not applicable. SIGNATURES After reasonable inquiry and to the best of its knowledge and belief, the undersigned each certifies that the information with respect to it set forth in this statement is true, complete and correct. Dated: May 23, 2006 ELLIOTT ASSOCIATES, L.P. By: Elliott Capital Advisors, L.P., as General Partner By: Braxton Associates, Inc., as General Partner By: /s/ Elliot Greenberg ---------------------------- Elliot Greenberg Vice President ELLIOTT INTERNATIONAL, L.P. By: Elliott International Capital Advisors Inc., as Attorney-in-Fact By: /s/ Elliot Greenberg ---------------------------- Elliot Greenberg Vice President ELLIOTT INTERNATIONAL CAPITAL ADVISORS INC. By: /s/ Elliot Greenberg ---------------------------- Elliot Greenberg Vice President -----END PRIVACY-ENHANCED MESSAGE-----