SC 13D/A

0000950123-09-043908.txt : 20090917 0000950123-09-043908.hdr.sgml : 20090917 20090917172050 ACCESSION NUMBER: 0000950123-09-043908 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20090917 DATE AS OF CHANGE: 20090917 GROUP MEMBERS: BRET PEARLMAN GROUP MEMBERS: ELEVATION ASSOCIATES, L.P. GROUP MEMBERS: ELEVATION ASSOCIATES, LLC GROUP MEMBERS: ELEVATION EMPLOYEE SIDE FUND, LLC GROUP MEMBERS: ELEVATION MANAGEMENT, LLC GROUP MEMBERS: FRED ANDERSON GROUP MEMBERS: MARC BODNICK GROUP MEMBERS: PAUL HEWSON GROUP MEMBERS: ROGER MCNAMEE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PALM INC CENTRAL INDEX KEY: 0001100389 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER TERMINALS [3575] IRS NUMBER: 943150688 STATE OF INCORPORATION: DE FISCAL YEAR END: 0602 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-61107 FILM NUMBER: 091075087 BUSINESS ADDRESS: STREET 1: 950 W. MAUDE AVENUE CITY: SUNNYVALE STATE: CA ZIP: 94085 BUSINESS PHONE: 4086177000 MAIL ADDRESS: STREET 1: 950 W. MAUDE AVENUE CITY: SUNNYVALE STATE: CA ZIP: 94085 FORMER COMPANY: FORMER CONFORMED NAME: PALMONE INC DATE OF NAME CHANGE: 20031029 FORMER COMPANY: FORMER CONFORMED NAME: PALM INC DATE OF NAME CHANGE: 19991203 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Elevation Partners, L.P. CENTRAL INDEX KEY: 0001344061 IRS NUMBER: 201333170 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 2800 SAND HILL ROAD STREET 2: SUITE 160 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: (650) 687-6700 MAIL ADDRESS: STREET 1: 2800 SAND HILL ROAD STREET 2: SUITE 160 CITY: MENLO PARK STATE: CA ZIP: 94025 SC 13D/A 1 f53589sc13dza.htm SC 13D/A SC 13D/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 5 )*

Palm, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

696643105

(CUSIP Number)

Fred Anderson
Elevation Partners, L.P.
2800 Sand Hill Road, Suite 160
Menlo Park, CA 94025
(650) 687-6700

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

September 16, 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).

This Amendment No. 5 supplements and amends Items 4 and 7 of the statement on Schedule 13D filed on November 5, 2007 (as amended, the “Schedule 13D”), as amended by Amendment No. 1 filed on December 23, 2008, Amendment No. 2 filed on January 12, 2009, Amendment No. 3 filed on March 10, 2009 and Amendment No. 4 filed on March 17, 2009 (“Amendment No. 4”). Each Item below amends and supplements the information disclosed under the corresponding Item of the Schedule 13D. Capitalized terms used but not defined herein shall have the meanings attributed to them in the Schedule 13D.


Item 4.		Purpose of Transaction

Item 4 of the Schedule 13D is hereby amended and supplemented by adding, immediately following the eighth paragraph thereof, the following:

September Public Offering

On September 8, 2009, the Issuer delivered a notice to Elevation and Side Fund pursuant to the terms of the Amended Registration Rights Agreement and the Amended Stockholders Agreement expressing the Issuer’s intention to engage in an underwritten public offering of Common Stock (the “September Public Offering”). On September 16, 2009, Elevation and Side Fund made a determination to participate in the September Public Offering by purchasing an aggregate of $35 million of Common Stock at the offering price, and notified the Issuer of such determination. Each of Messrs. McNamee and Anderson also made a determination on September 16, 2009 to purchase up to $3 million and $1 million of Common Stock, respectively, in such September Public Offering at the offering price and notified the Issuer of his intention. On September 17, 2009, each of Elevation and Side Fund, as well as Messrs. McNamee and Anderson, delivered a letter agreement (the “September Lock-Up Agreements”) to J.P. Morgan Securities Inc. and Goldman Sachs & Co., in their capacity as underwriters for the September Public Offering, agreeing not to engage in any sales of shares of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock until 90 days after the date of the final prospectus with respect to the September Public Offering.

The description of the terms and conditions of the September Lock-Up Agreements set forth herein does not purport to be complete and is qualified in its entirety by reference to the full text of the Lock-Up Agreements attached hereto as Exhibits 17, 18, 19 and 20, each of which is incorporated herein by reference.


Item 7.		Material to Be Filed as Exhibits

Item 7 of the Schedule 13D is hereby amended and supplemented by adding an additional exhibit as follows:

	17.		Letter to J.P. Morgan Securities Inc., dated September 17, 2009, executed by Elevation Partners, L.P. (filed herewith).

	18.		Letter to J.P. Morgan Securities Inc., dated September 17, 2009, executed by Elevation Side Fund, LLC (filed herewith).

	19.		Letter to J.P. Morgan Securities Inc., dated September 17, 2009, executed by Roger McNamee (filed herewith).

	20.		Letter to J.P. Morgan Securities Inc., dated September 17, 2009, executed by Fred Anderson (filed herewith).

Signatures

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: September 17, 2009


ELEVATION PARTNERS, L.P.
By:	Elevation Associates, L.P.,
	as General Partner

By:	Elevation Associates, LLC,
	as General Partner

By:	/s/ Bret Pearlman
	Name:	Bret Pearlman
	Title:	Manager

ELEVATION ASSOCIATES, L.P.
By:	Elevation Associates, LLC,
	as General Partner

By:	/s/ Bret Pearlman
	Name:	Bret Pearlman
	Title:	Manager

ELEVATION ASSOCIATES, LLC
By:	/s/ Bret Pearlman
	Name:	Bret Pearlman
	Title:	Manager

ELEVATION EMPLOYEE SIDE FUND, LLC
By:	Elevation Management, LLC,
	as Managing Member

By:	/s/ Bret Pearlman
	Name:	Bret Pearlman
	Title:	Manager


ELEVATION MANAGEMENT, LLC
By:	/s/ Bret Pearlman
	Name:	Bret Pearlman
	Title:	Manager

*
Fred Anderson

*
Marc Bodnick

*
Paul Hewson

*
Roger McNamee

/s/ Bret Pearlman
Bret Pearlman


* /s/ Bret Pearlman
Attorney-in-fact for Reporting Persons pursuant to Power of Attorney

EX-99.17 2 f53589exv99w17.htm EX-99.17 EX-99.17

Exhibit 17

September 17, 2009

J.P. Morgan Securities Inc.
Goldman Sachs & Co.
c/o J.P. Morgan Securities Inc.
383 Madison Avenue
New York, New York 20179

Ladies and Gentlemen:

The undersigned understands that J.P. Morgan Securities Inc. (“J.P. Morgan”) and Goldman Sachs & Co. (“Goldman Sachs”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Palm, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters, including J.P. Morgan and Goldman Sachs (the “Underwriters”), of shares (the “Shares”) of the Common Stock, $0.001 par value, of the Company (the “Common Stock”).

To induce the Underwriters that may participate in the Public Offering to continue their efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of J.P. Morgan and Goldman Sachs on behalf of the Underwriters, it will not, during the period commencing on the date hereof and ending 90 days after the date of the final prospectus relating to the Public Offering (the “Prospectus”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise.

The foregoing sentence shall not apply to the sale of securities pursuant to the terms of the Underwriting Agreement or to (a) transactions relating to shares of Common Stock or other securities acquired in open market transactions after the completion of the Public Offering, provided that no filing under Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) shall be required or shall be voluntarily made during the 90-day restricted period in connection with subsequent sales of Common Stock or other securities acquired in such open market transactions, (b) transfers of shares of Common Stock or any security convertible into or exercisable for Common Stock as a bona fide gift; provided that in the case of any transfer or distribution pursuant to clause (b), (i)

each donee or distributee shall sign and deliver a lock-up letter substantially in the form of this letter and (ii) no filing under Section 16(a) of the Exchange Act shall be required to be filed or shall be voluntarily made during the 90-day restricted period, reporting a reduction in beneficial ownership, (c) to (i) a spouse, parent, child or grandchild of the undersigned (a “Relation”), (ii) a trust the only beneficiaries of which are any of the undersigned and/or one or more of its affiliates or Relations, (iii) a corporation or other entity of which any of the undersigned and/or its affiliates or Relations are at all times the direct or indirect legal and beneficial owners of all of the outstanding securities or similar interests, or (iv) a partnership, the partners of which are exclusively the undersigned and/or its affiliates or Relations, in each case provided that in the case of any transfer or distribution pursuant to this clause (c), (i) each transferee shall sign and deliver a lock-up letter substantially in the form of this letter and (ii) no filing under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made during the 90-day restricted period, (d) the receipt by the undersigned from the Company of shares of Common Stock upon the exercise of an option or in connection with the vesting of restricted stock units, or the disposition of shares of Common Stock to the Company in a transaction exempt from Section 16(b) of the Exchange Act solely in connection with the payment of taxes due with respect to the vesting of restricted stock or restricted stock units, insofar as such option, restricted stock unit or restricted stock is outstanding as of the date hereof or as of the date of the Prospectus, (e) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Common Stock, provided that such plan does not provide for the transfer of Common Stock during the 90-day restricted period, or (f) pursuant to any contract, instruction or plan complying with Rule 10b5-1 of the Exchange Act that has been entered into by the undersigned prior to the date of this letter. In addition, the undersigned agrees that, without the prior written consent of J.P. Morgan and Goldman Sachs on behalf of the Underwriters, it will not, during the period commencing on the date hereof and ending 90 days after the date of the Prospectus, make any demand for or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the undersigned’s shares of Common Stock except in compliance with the foregoing restrictions.

The undersigned understands that the Company and the Underwriters are relying upon this agreement in proceeding toward consummation of the Public Offering. The undersigned further understands that this agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal representatives, successors and assigns.

This agreement shall automatically terminate and be of no force and effect (i) upon the delivery of written notice by the Company to J.P. Morgan and Goldman Sachs that it is no longer interested in pursuing the Public Offering at the time of such notice or (ii) if no shares have been purchased and paid for pursuant to the Underwriting Agreement by October 15, 2009.

Whether or not the Public Offering actually occurs depends on a number of factors, including market conditions. Any Public Offering will only be made pursuant to an Underwriting Agreement, the terms of which are subject to negotiation between the Company and the Underwriters.


Very truly yours,

ELEVATION PARTNERS, L.P.
By:	Elevation Associates, L.P.,
	as General Partner

By:	Elevation Associates, LLC,
	as General Partner

By:	/s/ Fred Anderson
	Name:	Fred Anderson
	Title:	Manager

2800 Sand Hill Road, Suite 160 Menlo Park, California 94025 (Address)

[Signature page to lock-up agreement]

EX-99.18 3 f53589exv99w18.htm EX-99.18 EX-99.18

Exhibit 18

September 17, 2009

J.P. Morgan Securities Inc.
Goldman Sachs & Co.
c/o J.P. Morgan Securities Inc.
383 Madison Avenue
New York, New York 20179

Ladies and Gentlemen:


Very truly yours,

ELEVATION EMPLOYEE SIDE FUND, LLC
By:	Elevation Management, LLC,
	its manager

By:	/s/ Fred Anderson
	Name:	Fred Anderson
	Title:	Manager

2800 Sand Hill Road, Suite 160 Menlo Park, California 94025 (Address)

[Signature page to lock-up agreement]

EX-99.19 4 f53589exv99w19.htm EX-99.19 EX-99.19

Exhibit 19

September 17, 2009

J.P. Morgan Securities Inc.
Goldman Sachs & Co.
c/o J.P. Morgan Securities Inc.
383 Madison Avenue
New York, New York 20179

Ladies and Gentlemen:


	Very truly yours, /s/ Roger McNamee (Name) Roger McNamee 2800 Sand Hill Road, Suite 160 Menlo Park, CA 94025 (Address)

[Signature page to lock-up agreement]

EX-99.20 5 f53589exv99w20.htm EX-99.20 EX-99.20

Exhibit 20

September 17, 2009

J.P. Morgan Securities Inc.
Goldman Sachs & Co.
c/o J.P. Morgan Securities Inc.
383 Madison Avenue
New York, New York 20179

Ladies and Gentlemen:


	Very truly yours, /s/ Fred Anderson (Name) 2800 Sand Hill Road, Suite 160 Menlo Park, CA 94025 (Address)

[Signature page to lock-up agreement]