-----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, Odk4Zn0utYN5kXUQNs2vKZVrsWpjshgWckBT0qFDhV/m8mLAgaDr7mSgP0jYIp20 8y5LUCNzqOlbFHhmaHpd7Q== 0000905718-10-000008.txt : 20100115 0000905718-10-000008.hdr.sgml : 20100115 20100115171248 ACCESSION NUMBER: 0000905718-10-000008 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20100115 DATE AS OF CHANGE: 20100115 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ZILOG INC CENTRAL INDEX KEY: 0000319450 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 133092996 STATE OF INCORPORATION: CA FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-44777 FILM NUMBER: 10531125 BUSINESS ADDRESS: STREET 1: 6800 SANTA TERESA BLVD CITY: SAN JOSE STATE: CA ZIP: 95119 BUSINESS PHONE: 4085131533 MAIL ADDRESS: STREET 1: 6800 SANTA TERESA BLVD CITY: SAN JOSE STATE: CA ZIP: 95119 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Harvey Partners, LLC CENTRAL INDEX KEY: 0001406484 IRS NUMBER: 203760303 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 350 MADISON AVENUE, 8TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: (212) 389-8760 MAIL ADDRESS: STREET 1: 350 MADISON AVENUE, 8TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 SC 13D/A 1 zilog13dam2.txt SC13DAM2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* ZiLOG, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $0.01 par value per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 989524301 - -------------------------------------------------------------------------------- (CUSIP Number) Jeffrey C. Moskowitz with a copy to: Managing Member Steven E. Siesser, Esq. Harvey Partners, LLC Lowenstein Sandler PC 900 Third Avenue, Suite 201-2 1251 Avenue of the Americas New York, New York 10022 New York, New York 10020 (212) 389-8760 (212) 204-8688 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 5, 2010 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule l3G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 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 Section 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. 989524301 - -------------------------------------------------------------------------------- 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only): Harvey Partners, LLC 20-3760303 - -------------------------------------------------------------------------------- 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): AF, WC - -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): Not Applicable - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization: Delaware, United States - -------------------------------------------------------------------------------- Number of 7. Sole Voting Power: 469,883* ------------------------------------------ Shares Beneficially 8. Shared Voting Power: 0* ------------------------------------------ Owned by Each Reporting 9. Sole Dispositive Power: 469,883* ------------------------------------------ Person With 10. Shared Dispositive Power: 0* ------------------------------------------ - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 469,883* - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): [ ] - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11): 2.7%* - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions): IA - -------------------------------------------------------------------------------- *As of January 15, 2010, Harvey SMidCap Fund, LP, a Delaware limited partnership ("SMidCap Fund"), held 259,959 shares of common stock, par value $0.01 per share (the "Common Shares"), of ZiLOG, Inc., a Delaware corporation (the "Company"). As of January 15, 2010, Harvey SMidCap Offshore Fund, Ltd., a Cayman Islands exempted company ("SMidCap Offshore Fund"), held 209,924 Common Shares. Harvey Partners, LLC, a Delaware limited liability company ("Harvey Partners"), is the investment manager of SMidCap Fund and SMidCap Offshore Fund, and, as such, possesses sole power to vote and sole power to direct the disposition of all securities of the Company held by SMidCap Fund and SMidCap Offshore Fund. James A. Schwartz and Jeffrey C. Moskowitz, the Managing Members of Harvey Partners, share voting and investment power with respect to all securities beneficially owned by Harvey Partners. Based upon information set forth in the Company's proxy statement on Schedule 14A, as filed with the Securities and Exchange Commission on December 29, 2009, there were 17,302,682 Common Shares outstanding as of December 17, 2009. As a result of the foregoing, for purposes of Reg. Section 240.13d-3, as of January 15, 2010, Harvey Partners is deemed to beneficially own 469,883 Common Shares, or 2.7% of the Common Shares deemed issued and outstanding as of that date. Item 3. Source and Amount of Funds or Other Consideration. ------------------------------------------------- Item 3 is hereby amended by adding the following paragraph at the end thereof: The aggregate amount of funds used in making the purchases reported on this Schedule 13D Amendment No. 2 was $3,711,712.59, including brokerage commissions. All securities purchased by the Funds reported on this Schedule 13D Amendment No. 2 were acquired with cash from the respective assets of SMidCap Fund and SMidCap Offshore Fund. Item 5. Interest in Securities of the Issuer. ------------------------------------ Item 5 is hereby amended by deleting Item 5 in its entirety and substituting the following in lieu thereof: As of January 15, 2010, SMidCap Fund held 259,959 Common Shares and SMidCap Offshore Fund held 209,924 Common Shares. Harvey Partners is the investment manager of the Funds, and, as such, possesses sole power to vote and sole power to direct the disposition of all securities of the Company held by the Funds. Messrs. Schwartz and Moskowitz, the Managing Members of Harvey Partners, share voting and investment power with respect to all securities beneficially owned by Harvey Partners. Based upon information set forth in the Company's proxy statement on Schedule 14A, as filed with the Securities and Exchange Commission on December 29, 2009, there were 17,302,682 Common Shares outstanding as of December 17, 2009. As a result of the foregoing, for purposes of Reg. Section 240.13d-3, as of January 15, 2010, Harvey Partners is deemed to beneficially own 469,883 Common Shares, or 2.7% of the Common Shares deemed issued and outstanding as of that date. Except as set forth above, no other Common Shares or securities convertible into, exercisable for or exchangeable for Common Shares are owned, beneficially or otherwise, by any of the persons referenced in Item 2. During the sixty (60) days on or prior to January 5, 2010 and from January 5, 2010 through January 15, 2010, Harvey Partners effected the following open-market transactions in Common Shares: Purchases Number of Price per Date Shares Share Fund - ---- --------- --------- --------------------- 11/6/2009 853 $2.653 SMidCap Fund 11/6/2009 147 $2.653 SMidCap Offshore Fund 12/17/2009 4,200 $3.5331 SMidCap Fund 12/18/2009 10,000 $3.5302 SMidCap Fund 12/21/2009 24,868 $3.5302 SMidCap Fund 12/22/2009 9,516 $3.5499 SMidCap Fund 12/23/2009 57,000 $3.5458 SMidCap Fund 12/23/2009 12,880 $3.5408 SMidCap Fund Sales Number of Price per Date Shares Share Fund - ---- --------- --------- --------------------- 12/18/2009 35,000 $3.5414 SMidCap Fund 12/21/2009 200 $3.545 SMidCap Fund 12/22/2009 200 $3.56 SMidCap Fund 12/23/2009 20,100 $3.55 SMidCap Fund 12/23/2009 27,467 $3.5449 SMidCap Fund 12/24/2009 19,900 $3.53 SMidCap Fund 1/5/2010 857,250 $3.54 SMidCap Fund Except as set forth above, none of the persons referenced in Item 2 has effected any transactions in Common Shares, or securities convertible into, exercisable for or exchangeable for Common Shares, during the sixty (60) days on or prior to January 5, 2010 and from January 5, 2010 through January 15, 2010. As of January 5, 2010, Harvey Partners no longer beneficially owned greater than five percent of the Company's issued and outstanding Common Shares. 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. January 15, 2010 HARVEY PARTNERS, LLC By: /s/ Jeffrey C. Moskowitz ------------------------------------- Name: Jeffrey C. Moskowitz Title: Managing Member Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001). -----END PRIVACY-ENHANCED MESSAGE-----