0001013594-14-000482.txt : 20140630 0001013594-14-000482.hdr.sgml : 20140630 20140630160151 ACCESSION NUMBER: 0001013594-14-000482 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140630 DATE AS OF CHANGE: 20140630 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HITTITE MICROWAVE CORP CENTRAL INDEX KEY: 0001130866 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 042854672 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-81515 FILM NUMBER: 14948947 BUSINESS ADDRESS: STREET 1: 2 ELIZABETH DRIVE CITY: CHELMSFORD STATE: MA ZIP: 01824 BUSINESS PHONE: 9782503343 MAIL ADDRESS: STREET 1: 2 ELIZABETH DRIVE CITY: CHELMSFORD STATE: MA ZIP: 01824 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 13G BUSINESS ADDRESS: STREET 1: 40 WEST 57TH STREET STREET 2: 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2125062999 MAIL ADDRESS: STREET 1: 40 WEST 57TH STREET STREET 2: 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: ELLIOTT ASSOCIATES LP DATE OF NAME CHANGE: 19930513 SC 13G 1 hittite13g-063014.htm JUNE 30, 2014 hittite13g-063014.htm
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549
 
SCHEDULE 13G
(RULE 13D - 102)
 
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b)
 
(Amendment No. )*
 
Hittite Microwave Corporation
(Name of Issuer)
 
Common Stock, par value $0.01 per share
(Title of Class of Securities)
 
43365Y 10 4
(CUSIP Number)
 
June 20, 2014
(Date of Event which Requires Filing of this Statement)
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
[ ]           Rule 13d-1(b)
 
[x]           Rule 13d-1(c)
 
[ ]           Rule 13d-1(d)
 
*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.
CITIZENSHIP OR PLACE OF ORGANIZATION
   
 
Delaware
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
   
5.
SOLE VOTING POWER
   
 
1,077,125
   
6.
SHARED VOTING POWER
   
 
0
   
7.
SOLE DISPOSITIVE POWER
   
 
1,077,125
   
8.
SHARED DISPOSITIVE POWER
   
 
0
   
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
1,077,125
   
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES    [ ]
   
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
 
3.4%
   
12.
TYPE OF REPORTING PERSON
   
 
PN

 

 
 
 


 
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.
CITIZENSHIP OR PLACE OF ORGANIZATION
   
 
Cayman Islands, British West Indies
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
   
5.
SOLE VOTING POWER
   
 
0
   
6.
SHARED VOTING POWER
   
 
2,000,375
   
7.
SOLE DISPOSITIVE POWER
   
 
0
   
8.
SHARED DISPOSITIVE POWER
   
 
2,000,375
   
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
2,000,375
   
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES    [ ]
   
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
 
6.4%
   
12.
TYPE OF REPORTING PERSON
   
 
PN

 

 
 
 


 
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.
CITIZENSHIP OR PLACE OF ORGANIZATION
   
 
Delaware
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
   
5.
SOLE VOTING POWER
   
 
0
   
6.
SHARED VOTING POWER
   
 
2,000,375
   
7.
SOLE DISPOSITIVE POWER
   
 
0
   
8.
SHARED DISPOSITIVE POWER
   
 
2,000,375
   
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
2,000,375
   
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES    [ ]
   
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
 
6.4%
   
12.
TYPE OF REPORTING PERSON
   
 
CO

 

 
 
 


 
This Schedule 13G reflects the beneficial ownership of the Reporting Persons (as defined below) as of June 30, 2014.
 
Item 1(a).
Name of Issuer:
 
Hittite Microwave Corporation (the “Issuer”)
 
Item 1(b).
Address of Issuer’s Principal Executive Offices:
 
2 Elizabeth Drive
Chelmsford, Massachusetts 01824
 
Item 2(a).
Name of Persons Filing:
 
The names of the persons filing this statement on Schedule 13G are: Elliott Associates, L.P. and its wholly-owned subsidiaries (collectively, “Elliott Associates”), Elliott International, L.P. (“Elliott International”), and Elliott International Capital Advisors Inc. (“International Advisors” and collectively with Elliott Associates 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. (“Hambledon”) is the general partner of Elliott International.  International Advisors is the investment manager for Elliott International.  International Advisors expressly disclaims equitable ownership of and pecuniary interest in any Common Stock (as defined below).
 
Item 2(b).
Address of Principal Business Office or, if None, Residence:
 
The business address of Elliott Associates, International Advisors, Capital Advisors, Singer and Special GP is 40 West 57th Street, 30th Floor, New York, New York 10019.
 
The business address of Elliott International and Hambledon is c/o Maples & Calder, P.O. Box 309, Ugland House, South Church Street, George Town, Cayman Islands, British West Indies.
 
Item 2(c).
Citizenship:
 
Each of Elliott Associates and Capital Advisors is a limited partnership formed under the laws of the State of Delaware.
 
Elliott International is a limited partnership formed under the laws of the Cayman Islands, British West Indies.
 
International Advisors is a corporation formed under the laws of the State of Delaware.
 
Special GP is a limited liability company formed under the laws of the State of Delaware.
 
Hambledon is a corporation formed under the laws of the Cayman Islands, British West Indies.
 
Singer is a U.S. citizen.
 
Item 2(d).
Title of Class of Securities:
 
Common Stock, par value $0.01 per share (the “Common Stock”)
 
Item 2(e).
CUSIP Number:
 
43365Y 10 4
 
 
 
 
 
 
 
Item 3.
If This Statement is Filed Pursuant to Rule 13d 1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
 
 
(a)
[ ]
Broker or dealer registered under Section 15 of the Exchange Act.
       
 
(b)
[ ]
Bank as defined in Section 3(a)(6) of the Exchange Act.
       
 
(c)
[ ]
Insurance company defined in Section 3(a)(19) of the Exchange Act.
       
 
(d)
[ ]
Investment company registered under Section 8 of the Investment Company Act.
       
 
(e)
[ ]
An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
       
 
(f)
[ ]
An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).
       
 
(g)
[ ]
A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).
       
 
(h)
[ ]
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
       
 
(i)
[ ]
A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
       
 
(j)
[ ]
Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

 
Item 4.
Ownership.
 
Provide the following information regarding the aggregate number and percentage of the class of securities of the Issuer.
 
 
(a)
Amount beneficially owned:
 
As of the date hereof:
 
Elliott Associates, Elliott International and International Advisors collectively beneficially owned an aggregate of 3,077,500 shares of Common Stock.
 
Elliott Associates individually beneficially owned 1,077,125 shares of Common Stock.
 
Elliott International and International Advisors together beneficially own the 2,000,375 shares of Common Stock held by Elliott International.
 
 
(b)
Percent of class:
 
The aggregate percentage of Common Stock reported owned by each person named herein is based upon 31,390,468 shares of Common Stock outstanding as of June 19, 2014, which is the total number of Shares outstanding as reported in the Issuer’s Solicitation/Recommendation Statement on Schedule 14D-9 filed with the Securities and Exchange Commission on June 23, 2014. As of the date hereof,
 
Elliott Associates, Elliott International and International Advisors’ aggregate beneficial ownership constituted approximately 9.8% of the outstanding shares of Common Stock.
 
Elliott Associates beneficially owned approximately 3.4% of the outstanding shares of Common Stock.
 
Elliott International and International Advisors beneficially owned approximately 6.4% of the outstanding shares of Common Stock.
 
 
 
 
 
 
 
 
 
 (c)
Number of shares as to which such person has:
 
 
(i)
Sole power to vote or to direct the vote
 
Elliott Associates has sole power to vote or direct the vote of 1,077,125 shares of Common Stock.
 
 
(ii)
Shared power to vote or to direct the vote
 
Elliott International and International Advisors together have shared power to vote or direct the vote of 2,000,375 shares of Common Stock.
 
 
(iii)
Sole power to dispose or to direct the disposition of
 
Elliott Associates has sole power to dispose or direct the disposition of 1,077,125 shares of Common Stock.
 
 
(iv)
Shared power to dispose or to direct the disposition of
 
Elliott International and International Advisors together have shared power to dispose or direct the disposition of 2,000,375 shares of Common Stock.
 
Item 5.
Ownership of Five Percent or Less of a Class.
 
If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following [  ].
 
Item 6.
Ownership of More than Five Percent on Behalf of Another Person.
 
Not applicable.
 
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
 
Not applicable.
 
Item 8.
Identification and Classification of Members of the Group.
 
See Exhibit A.
 
Item 9.
Notice of Dissolution of Group.
 
Not applicable.
 
Item 10.
Certification.
 
By signing below the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
 

 
 
 


 
SIGNATURES
 
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct.
 
Dated:
June 30, 2014
 
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
  

 

 
 
 


 
EXHIBIT A
 
JOINT FILING AGREEMENT
 
The undersigned hereby agree that the statement on Schedule 13G with respect to the Common Stock, par value $0.01 per share, of Hittite Microwave Corporation dated June 30, 2014, and any further amendments thereto signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
 
Dated:
June 30, 2014
 
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