0000950142-12-001389.txt : 20120618 0000950142-12-001389.hdr.sgml : 20120618 20120618133906 ACCESSION NUMBER: 0000950142-12-001389 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120618 DATE AS OF CHANGE: 20120618 GROUP MEMBERS: ALTAI CAPITAL LANCELOT I GP LLC GROUP MEMBERS: ALTAI CAPITAL MANAGEMENT L.P. GROUP MEMBERS: ALTAI CAPITAL MANAGEMENT LLC GROUP MEMBERS: RISHI BAJAJ GROUP MEMBERS: STEVEN V. TESORIERE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MEMC ELECTRONIC MATERIALS INC CENTRAL INDEX KEY: 0000945436 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 561505767 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-52339 FILM NUMBER: 12911963 BUSINESS ADDRESS: STREET 1: 501 PEARL DRIVE (CITY OF O'FALLON) CITY: ST. PETERS STATE: MO ZIP: 63376 BUSINESS PHONE: 6364745000 MAIL ADDRESS: STREET 1: 501 PEARL DRIVE (CITY OF O'FALLON) CITY: ST. PETERS STATE: MO ZIP: 63376 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Altai Capital Management, L.P. CENTRAL INDEX KEY: 0001478982 IRS NUMBER: 270488863 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 152 WEST 57TH STREET, 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: (212) 201-5772 MAIL ADDRESS: STREET 1: 152 WEST 57TH STREET, 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 SC 13D/A 1 eh1200803_sc13da1-memc.htm AMENDMENT NO. 1 eh1200803_sc13da1-memc.htm
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)*
 
MEMC Electronic Materials, Inc.
(Name of Issuer)
 
Common Stock
(Title of Class of Securities)
 
      552715104      
(CUSIP Number)
 
Toby E. Symonds
Managing Principal
Altai Capital Management, L.P.
152 West 57th Street, 10th Floor
New York, New York  10019
212-201-5763

With a copy to:
Steven J. Williams
Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, New York  10019
     212-373-3000    
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

           June 15, 2012          
(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 (“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. 552715104
 
 SCHEDULE 13D
Page 2 of 11


 
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Altai Capital Management, L.P.
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  o
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)
 
 
 o
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
 
16,267,736 (see Item 5)
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
16,267,736 (see Item 5)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
16,267,736 (see Item 5)
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
7.0% (see Item 5)
  
14
TYPE OF REPORTING PERSON
 
IA, PN
  
 

 
 
 
 
 
CUSIP No. 552715104
 
 SCHEDULE 13D
Page 3 of 11


 
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Altai Capital Management, LLC
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  o
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)
 
 
 o
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
 
16,267,736 (see Item 5)
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
16,267,736 (see Item 5)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
16,267,736 (see Item 5)
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
7.0% (see Item 5)
  
14
TYPE OF REPORTING PERSON
 
HC, OO
  

 
 
 
 

CUSIP No. 552715104
 
 SCHEDULE 13D
Page 4 of 11


 
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Altai Capital Lancelot I GP, LLC
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  o
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)
 
 
 o
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
 
1,074,364 (see Item 5)
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
1,074,364 (see Item 5)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,074,364 (see Item 5)
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.5% (see Item 5)
  
14
TYPE OF REPORTING PERSON
 
HC, OO
  

 
 
 
 
 
CUSIP No. 552715104
 
 SCHEDULE 13D
Page 5 of 11


 
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Steven V. Tesoriere
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  o
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)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States of America
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
16,267,736 (see Item 5)
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
16,267,736 (see Item 5)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
16,267,736 (see Item 5)
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
7.0% (see Item 5)
  
14
TYPE OF REPORTING PERSON
 
HC, IN
  

 
 
 
 
 
CUSIP No. 552715104
 
 SCHEDULE 13D
Page 6 of 11


 
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Rishi Bajaj
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  o
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)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States of America
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
16,267,736 (see Item 5)
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
16,267,736 (see Item 5)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
16,267,736 (see Item 5)
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
7.0% (see Item 5)
  
14
TYPE OF REPORTING PERSON
 
HC, IN
  

 
 
 
 
 
CUSIP No. 552715104
 
 SCHEDULE 13D
Page 7 of 11
 

This statement is filed with respect to the shares of the common stock, par value $0.01 per share (the “Common Stock”), of MEMC Electronic Materials, Inc. (the "Issuer") beneficially owned by Altai Capital Management, L.P., a Delaware limited partnership registered as an investment adviser with the U.S. Securities and Exchange Commission (“Investment Manager”), Altai Capital Management, LLC, a Delaware limited liability company (“IMGP”), Altai Capital Lancelot I GP, LLC, a Delaware limited liability company (“Lancelot GP”), Mr. Steven V. Tesoriere and Mr. Rishi Bajaj (collectively, the “Reporting Persons”) as of June 18, 2012, and amends and supplements the Schedule 13D filed on June 8, 2011 (collectively, the "Schedule 13D").  Except as set forth herein, the Schedule 13D is unmodified.  
 
ITEM 3.  Source and Amount of Funds or Other Consideration.
 
The funds used in connection with the purchase of the shares of Common Stock (i) for the account of Altai Capital Master Fund, Ltd., a Cayman Islands exempted company (“ACMF”), were approximately $66,214,761 (including applicable commissions) and (ii) for the account of Altai Capital Lancelot I, L.P., a Delaware limited partnership (“Lancelot”), were approximately $3,171,694 (including applicable commissions). These funds were provided by working capital available to ACMF and Lancelot.
 
ITEM 4.  Purpose of Transaction.
 
The Common Stock held for the account of ACMF or Lancelot was acquired in the ordinary course of the Reporting Persons’ business of purchasing, selling and trading in securities.
 
Depending upon market conditions and other factors that it may deem material, the Reporting Persons may purchase additional securities of the Issuer, including shares of Common Stock and/or related securities or may dispose of all or a portion of the Common Stock or securities that they now beneficially own or may hereafter acquire.
 
The Reporting Persons have engaged or may in the future engage in discussions with and/or meet with management, the Board of Directors of the Issuer, potential acquirers, financing sources and other shareholders and/or formulate plans or proposals regarding the Issuer or its securities. As party of such activities, the Reporting Persons may take positions or make proposals with respect to potential changes in the operations, management, Board of Directors composition, ownership, capital structure, strategy and future plans of the Issuer as a means of enhancing shareholder value.  Such suggestions or positions may include one or more plans or proposals that relate to or would result in any of the actions required to be reported herein.
 
On June 15, 2012, the Investment Manager proposed that Steven V. Tesoriere, co-founder and Managing Principal of the Investment Manager, be appointed to the Board of Directors of the Issuer to fill the vacancy created by the recent resignation of Robert J. Boehlke from the Board.  Without limiting the scope of potential discussions or meetings that the Reporting Persons may undertake as described above, the Reporting Persons may engage in discussions with members of management, the Board of Directors or other stakeholders with respect to the potential appointment of Mr. Tesoriere to the Board.
 
 
 
 
 
 
CUSIP No. 552715104
 
 SCHEDULE 13D
Page 8 of 11
 
 
Except as set forth in this Item 4, the Reporting Persons have no present plans or proposals that relate to or that would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D of the Securities Exchange Act of 1934.
 
ITEM 5.  Interest in Securities of the Issuer.
 
(a) Each of the Reporting Persons (other than Lancelot GP) may be deemed the beneficial owners of 15,193,372 shares of Common Stock held for the account of ACMF and of 1,074,364 shares held for the account of Lancelot, which collectively constitute approximately 7.0% of all of the outstanding shares of Common Stock.  Lancelot GP may be deemed the beneficial owner of 1,074,364 shares of Common Stock held for the account of Lancelot, which constitutes approximately 0.5% of all of the outstanding shares of Common Stock.  The percentages above are based on the number of shares outstanding at May 3, 2012 as disclosed in the Issuer’s Form 10-Q for the quarterly period ended March 31, 2012.
 
(b) The Reporting Persons (other than Lancelot GP) have the shared power to vote or direct the vote of, and to dispose or direct the disposition of, the shares of Common Stock beneficially owned by them and held for the account of ACMF or Lancelot. Lancelot GP has the shared 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 and held for the account of Lancelot.
 
(c) The transactions effected by the Reporting Persons during the past sixty (60) days are set forth on Schedule 1 attached hereto.
 
(d) ACMF has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, more than 5% of the shares of Common Stock covered by this Statement that may be deemed to be beneficially owned by the Reporting Persons.
 
(e) Not applicable.
 
ITEM 7.  Material to be Filed as Exhibits.

Exhibit A - Joint Filing Agreement (previously filed)
Schedule 1 - Transactions of the Reporting Persons Effected During the Past 60 Days

 
 
 
 
 
 
 
CUSIP No. 552715104
 
 SCHEDULE 13D
Page 9 of 11
 
 
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:  June 18, 2012
 
 
ALTAI CAPITAL MANAGEMENT, L.P.
  
       
 
By:
/s/ Steven V. Tesoriere  
  Name:  Steven V. Tesoriere  
  Title:  Managing Principal  
       
 
 
 
ALTAI CAPITAL MANAGEMENT, LLC
  
       
 
By:
/s/ Steven V. Tesoriere  
  Name:  Steven V. Tesoriere  
  Title:  Manager  
       
 
 
 
ALTAI CAPITAL LANCELOT I GP, LLC
  
       
 
By:
/s/ Steven V. Tesoriere  
  Name:  Steven V. Tesoriere  
  Title:  Manager  
       
 
 
 
  /s/ Steven V. Tesoriere
  
 
Name:  Steven V. Tesoriere
  
 
 
    /s/ Rishi Bajaj   
 
Name:  Rishi Bajaj
  
 
 
 
 
 
 
 
 
CUSIP No. 552715104
 
 SCHEDULE 13D
Page 10 of 11
 
  
SCHEDULE 1

Transactions of the Reporting Persons Effected
During the Past 60 Days

The following transactions were effected during the past sixty (60) days:

Person
Date
Security
Amount of Shs.
Bought (Sold)
Approx. Price per
Share (excl.
commissions)
ACMF
04/24/2012
Common
71,029
$3.4498
ACMF
04/25/2012
Common
326,865
$3.4590
ACMF
04/26/2012
Common
466,950
$3.55
ACMF
04/27/2012
Common
46,695
$3.6519
ACMF
04/27/2012
Common
700,425
$3.5952
ACMF
04/27/2012
Common
233,475
$3.5844
ACMF
05/02/2012
Common
186,720
$3.5968
ACMF
05/03/2012
Common
93,360
$3.477
ACMF
05/03/2012
Common
186,720
$3.49
ACMF
05/03/2012
Common
140,040
$3.4978
ACMF
05/03/2012
Common
93,360
$3.4868
ACMF
05/04/2012
Common
93,370
$3.4
ACMF
05/04/2012
Common
93,370
$3.3999
ACMF
05/07/2012
Common
186,740
$3.3286
ACMF
05/07/2012
Common
93,370
$3.35
ACMF
05/17/2012
Common
653,590
$1.6692
ACMF
05/18/2012
Common
233,425
$1.64
ACMF
05/18/2012
Common
233,425
$1.67
ACMF
05/29/2012
Common
40,803
$1.6388
ACMF
05/29/2012
Common
1,867,400
$1.6816
ACMF
05/30/2012
Common
466,850
$1.6887
ACMF
05/30/2012
Common
280,110
$1.6744
ACMF
05/30/2012
Common
466,850
$1.69
ACMF
05/31/2012
Common
466,850
$1.682
ACMF
05/31/2012
Common
317,458
$1.6488
ACMF
05/31/2012
Common
149,392
$1.6431
ACMF
06/15/2012
Common
186,700
$2.015
ACMF
06/15/2012
Common
46,675
$2.0097
ACMF
06/15/2012
Common
140,025
$2.0423
ACMF
06/15/2012
Common
93,350
$2.03
Lancelot
04/24/2012
Common
5,027
$3.4498
Lancelot
04/25/2012
Common
23,135
$3.4590
Lancelot
04/26/2012
Common
33,050
$3.55
Lancelot
04/27/2012
Common
3,305
$3.6519
 
 
 
 
 
 
CUSIP No. 552715104
 
 SCHEDULE 13D
Page 11 of 11
 
 
Person
Date
Security
Amount of Shs.
Bought (Sold)
Approx. Price per
Share (excl.
commissions)
Lancelot
04/27/2012
Common
49,575
$3.5952
Lancelot
04/27/2012
Common
16,525
$3.5844
Lancelot
05/02/2012
Common
13,280
$3.5968
Lancelot
05/03/2012
Common
6,640
$3.477
Lancelot
05/03/2012
Common
13,280
$3.49
Lancelot
05/03/2012
Common
9,960
$3.4978
Lancelot
05/03/2012
Common
6,640
$3.4868
Lancelot
05/04/2012
Common
6,630
$3.4
Lancelot
05/04/2012
Common
6,630
$3.3999
Lancelot
05/07/2012
Common
13,260
$3.3286
Lancelot
05/07/2012
Common
6,630
$3.35
Lancelot
05/17/2012
Common
46,410
$1.6692
Lancelot
05/18/2012
Common
16,575
$1.64
Lancelot
05/18/2012
Common
16,575
$1.67
Lancelot
05/29/2012
Common
2,897
$1.6388
Lancelot
05/29/2012
Common
132,600
$1.6816
Lancelot
05/30/2012
Common
33,150
$1.6887
Lancelot
05/30/2012
Common
19,890
$1.6744
Lancelot
05/30/2012
Common
33,150
$1.69
Lancelot
05/31/2012
Common
33,150
$1.682
Lancelot
05/31/2012
Common
22,542
$1.6488
Lancelot
05/31/2012
Common
10,608
$1.6431
Lancelot
06/15/2012
Common
13,300
$2.015
Lancelot
06/15/2012
Common
3,325
$2.0097
Lancelot
06/15/2012
Common
9,975
$2.0423
Lancelot
06/15/2012
Common
6,650
$2.03

All of the above transactions were effected on the open market.