Schedule 13G/A

-----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, WEIhbK2Pq4PMKQowwRLXtf2683lvl5caCXRxvUFEeTcTgOs6MIY+/fsJ8uo9/E0q LWTX0cuW6qJhOwzvQhZHcQ== 0001193125-05-029066.txt : 20050214 0001193125-05-029066.hdr.sgml : 20050214 20050214154113 ACCESSION NUMBER: 0001193125-05-029066 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20050214 DATE AS OF CHANGE: 20050214 GROUP MEMBERS: HIGHFIELDS ASSOCIATES LLC GROUP MEMBERS: HIGHFIELDS CAPITAL II LP GROUP MEMBERS: HIGHFIELDS CAPITAL LTD GROUP MEMBERS: HIGHFIELDS GP LLC GROUP MEMBERS: JONATHON S. JACOBSON GROUP MEMBERS: RICHARD L. GRUBMAN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SILICON GRAPHICS INC CENTRAL INDEX KEY: 0000802301 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPUTERS [3571] IRS NUMBER: 942789662 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-39521 FILM NUMBER: 05609521 BUSINESS ADDRESS: STREET 1: 1500 CRITTENDEN LANE CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 BUSINESS PHONE: 6509601980 MAIL ADDRESS: STREET 1: 1500 CRITTENDEN LANE STREET 2: - CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 FORMER COMPANY: FORMER CONFORMED NAME: SILICON GRAPHICS INC /CA/ DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HIGHFIELDS CAPITAL MANAGEMENT LP CENTRAL INDEX KEY: 0001079563 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 200 CLARENDON STREET 51ST FLOOR CITY: BOSTON STATE: MA ZIP: 02117 BUSINESS PHONE: 6178507500 SC 13G/A 1 dsc13ga.htm SCHEDULE 13G/A Schedule 13G/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 4)

SILICON GRAPHICS, INC.

(Name of Issuer)

COMMON STOCK, PAR VALUE $0.001 PER SHARE

(Title of Class of Securities)

827056102

(CUSIP Number)

December 31, 2004

(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)


CUSIP No. 827056102		13G		Page 2 of 18 Pages


1.		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Highfields Capital Management LP
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) ¨
3.		SEC USE ONLY
4.		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5. SOLE VOTING POWER

12,453,000*

6. SHARED VOTING POWER

—0—

7. SOLE DISPOSITIVE POWER

12,453,000*

8. SHARED DISPOSITIVE POWER

—0—


9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,453,000*
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 4.7%*
12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

*	See Item 4.


CUSIP No. 827056102		13G		Page 3 of 18 Pages


1.		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Highfields GP LLC
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) ¨
3.		SEC USE ONLY
4.		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5. SOLE VOTING POWER

12,453,000*

6. SHARED VOTING POWER

—0—

7. SOLE DISPOSITIVE POWER

12,453,000*

8. SHARED DISPOSITIVE POWER

—0—


9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,453,000*
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 4.7%*
12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

*	See Item 4.


CUSIP No. 827056102		13G		Page 4 of 18 Pages


1.		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Highfields Associates LLC
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) ¨
3.		SEC USE ONLY
4.		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5. SOLE VOTING POWER

12,450,384*

6. SHARED VOTING POWER

—0—

7. SOLE DISPOSITIVE POWER

12,450,384*

8. SHARED DISPOSITIVE POWER

—0—


9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,450,384*
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 4.7%*
12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

*	See Item 4.


CUSIP No. 827056102		13G		Page 5 of 18 Pages


1.		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Jonathon S. Jacobson
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) ¨
3.		SEC USE ONLY
4.		CITIZENSHIP OR PLACE OF ORGANIZATION United States

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5. SOLE VOTING POWER

12,453,000*

6. SHARED VOTING POWER

—0—

7. SOLE DISPOSITIVE POWER

12,453,000*

8. SHARED DISPOSITIVE POWER

—0—


9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,453,000*
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 4.7%*
12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN

*	See Item 4.


CUSIP No. 827056102		13G		Page 6 of 18 Pages


1.		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Richard L. Grubman
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) ¨
3.		SEC USE ONLY
4.		CITIZENSHIP OR PLACE OF ORGANIZATION United States

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5. SOLE VOTING POWER

12,453,000*

6. SHARED VOTING POWER

—0—

7. SOLE DISPOSITIVE POWER

12,453,000*

8. SHARED DISPOSITIVE POWER

—0—


9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,453,000*
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 4.7%*
12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN

*	See Item 4.


CUSIP No. 827056102		13G		Page 7 of 18 Pages


1.		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Highfields Capital Ltd.
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) ¨
3.		SEC USE ONLY
4.		CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands, B.W.I.

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5. SOLE VOTING POWER

2,616

6. SHARED VOTING POWER

—0—

7. SOLE DISPOSITIVE POWER

2,616

8. SHARED DISPOSITIVE POWER

—0—


9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,616
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0%
12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO


CUSIP No. 827056102		13G		Page 8 of 18 Pages


1.		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Highfields Capital II LP
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) ¨
3.		SEC USE ONLY
4.		CITIZENSHIP OR PLACE OF ORGANIZATION United States

NUMBER OF

SHARES BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5. SOLE VOTING POWER

8,753,834*

6. SHARED VOTING POWER

—0—

7. SOLE DISPOSITIVE POWER

8,753,834*

8. SHARED DISPOSITIVE POWER

—0—


9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,753,834*
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 3.3%*
12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN

*	See Item 4.


CUSIP No. 827056102		13G		Page 9 of 18 Pages

Item 1

(a).

Name of Issuer:

Silicon Graphics, Inc. (the “Issuer”)

Item 1

(b).

Address of Issuer’s Principal Executive Offices:

1500 Crittendon Lane, Mountain View, California 94043

Item 2

(a).

Name of Person Filing:

This statement is being filed by the following persons with respect to the shares of Common Stock of the Issuer directly owned by Highfields Capital I LP (“Highfields I”), Highfields Capital II LP (“Highfields II”) and Highfields Capital Ltd. (collectively, the “Funds”):

(i) Highfields Capital Management LP, a Delaware limited partnership (“Highfields Capital Management”) and investment manager to each of the Funds;

(ii) Highfields GP LLC, a Delaware limited liability company (“Highfields GP”) and the General Partner of Highfields Capital Management;

(iii) Highfields Associates LLC, a Delaware limited liability company (“Highfields Associates”) and the General Partner of Highfields I and Highfields II;

(iv) Jonathon S. Jacobson, a Managing Member of Highfields GP; and

(v) Richard L. Grubman, a Managing Member of Highfields GP.

This statement is also being filed by Highfields Capital Ltd., an exempted limited company organized under the laws of the Cayman Islands, B.W.I., with respect to the shares of Common Stock of the Issuer owned by Highfields Capital Ltd. (which shares of Common Stock are also included in the filings for Highfields Capital Management, Highfields GP, Mr. Jacobson and Mr. Grubman); and Highfields II, a Delaware limited partnership, with respect to the shares of Common Stock of the Issuer owned by Highfields II (which shares of Common Stock are also included in the filings for Highfields Capital Management, Highfields GP, Highfields Associates, Mr. Jacobson and Mr. Grubman).

Highfields Capital Management, Highfields GP, Highfields Associates, Mr. Jacobson, Mr. Grubman, Highfields Capital Ltd. and Highfields II are sometimes individually referred to herein as a “Reporting Person” and collectively as the “Reporting Persons.”

Item 2

(b).

Address of Principal Business Office or, if None, Residence:

Address for Highfields Capital Management, Highfields GP, Highfields Associates

Mr. Jacobson, Mr. Grubman and Highfields II:

c/o Highfields Capital Management

John Hancock Tower

200 Clarendon Street, 51st Floor

Boston, Massachusetts 02116

Address for Highfields Capital Ltd.:

c/o Goldman Sachs (Cayman) Trust, Limited

Harbour Centre, Second Floor

George Town, Grand Cayman

Cayman Islands, B.W.I.

Item 2

(c).

Citizenship:

Highfields Capital Management – Delaware

Highfields GP – Delaware

Highfields Associates – Delaware

Jonathon S. Jacobson – United States

Richard L. Grubman – United States

Highfields Capital Ltd. – Cayman Islands, B.W.I.

Highfields II – Delaware

Item 2

(d).

Title of Class of Securities:

Common Stock, par value $0.001 per share

Item 2

(e).

CUSIP Number:

827056102

Item 3.

Not applicable.


CUSIP No. 827056102		13G		Page 10 of 18 Pages



Item 4.	Ownership.

	Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. For Highfields Capital Management, Highfields GP, Mr. Jacobson and Mr. Grubman:

	(a)	Amount beneficially owned: 12,453,000 shares of Common Stock

	(b)	Percent of class: 4.7%

	(c)	Number of shares as to which such person has:

		(i)	Sole power to vote or to direct the vote: 12,453,000

		(ii)	Shared power to vote or to direct the vote: —0—

		(iii)	Sole power to dispose or to direct the disposition of: 12,453,000

		(iv)	Shared power to dispose or to direct the disposition of: —0—

	For Highfields Associates LLC:

	(a)	Amount beneficially owned: 12,450,384 shares of Common Stock

	(b)	Percent of class: 4.7%

	(c)	Number of shares as to which such person has:

		(i)	Sole power to vote or to direct the vote: 12,450,384

		(ii)	Shared power to vote or to direct the vote: —0—

		(iii)	Sole power to dispose or to direct the disposition of: 12,450,384

		(iv)	Shared power to dispose or to direct the disposition of: —0—

	For Highfields II:

	(a)	Amount beneficially owned: 8,753,834 shares of Common Stock

	(b)	Percent of class: 3.3%

	(c)	Number of shares as to which such person has:

		(i)	Sole power to vote or to direct the vote: 8,753,834

		(ii)	Shared power to vote or to direct the vote: —0—

		(iii)	Sole power to dispose or to direct the disposition of: 8,753,834

		(iv)	Shared power to dispose or to direct the disposition of: —0—

	Shares owned and percentage calculations for each of the Reporting Persons listed above include shares of Common Stock that may be acquired upon conversion of the 6.50% Senior Secured Convertible Notes due 2009.

	For Highfields Capital Ltd.:

	(a)	Amount beneficially owned: 2,616 shares of Common Stock

	(b)	Percent of class: 0%

	(c)	Number of shares as to which such person has:

		(i) Sole power to vote or to direct the vote: 2,616

		(ii) Shared power to vote or to direct the vote: —0—

		(iii) Sole power to dispose or to direct the disposition of: 2,616

		(iv) Shared power to dispose or to direct the disposition of: —0—


CUSIP No. 827056102		13G		Page 11 of 18 Pages



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 person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following x.

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.

		Not applicable.

Item 9.		Notice of Dissolution of Group.

		Not applicable.

Item 10.		Certification.

		By signing below I certify that, to the best of my 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.


CUSIP No. 827056102		13G		Page 12 of 18 Pages

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.


February 14, 2005
		Date

HIGHFIELDS CAPITAL MANAGEMENT LP

By:		Highfields GP LLC, its General Partner

/s/ Joseph F. Mazzella
Signature

Joseph F. Mazzella, Authorized Signatory
Name/Title

HIGHFIELDS GP LLC

/s/ Joseph F. Mazzella
Signature

Joseph F. Mazzella, Authorized Signatory
Name/Title

HIGHFIELDS ASSOCIATES LLC

/s/ Joseph F. Mazzella
Signature

Joseph F. Mazzella, Authorized Signatory
Name/Title

JONATHON S. JACOBSON

/s/ Joseph F. Mazzella
Signature

Joseph F. Mazzella, Authorized Signatory
Name/Title


CUSIP No. 827056102		13G		Page 13 of 18 Pages


RICHARD L. GRUBMAN

/s/ Joseph F. Mazzella
Signature

Joseph F. Mazzella, Authorized Signatory
Name/Title


HIGHFIELDS CAPITAL LTD.

By:		Highfields Capital Management LP, its
Investment Manager

By:		Highfields GP LLC, its General Partner

/s/ Joseph F. Mazzella
Signature

Joseph F. Mazzella, Authorized Signatory
Name/Title

HIGHFIELDS CAPITAL II LP

By:		Highfields Associates LLC, its General Partner

/s/ Joseph F. Mazzella
Signature

Joseph F. Mazzella, Authorized Signatory
Name/Title


CUSIP No. 827056102		13G		Page 14 of 18 Pages

EXHIBIT INDEX



Exhibit 1		Limited Power of Attorney.

EX-1 2 dex1.htm LIMITED POWER OF ATTORNEY Limited Power of Attorney


CUSIP No. 827056102		13G		Page 17 of 18 Pages

Exhibit 1

LIMITED POWER OF ATTORNEY FOR FILINGS UNDER

THE SECURITIES ACT OF 1933, AS AMENDED AND

THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

Know all by these presents, that the undersigned hereby constitutes and appoints Jennifer L. Stier and Joseph F. Mazzella, or any one of them, with full power of substitution, as the undersigned’s true and lawful attorneys-in-fact and agents to:

(1) execute for and on behalf of the undersigned, in the undersigned’s capacity as: (a) Managing Member of Highfields GP LLC, the General Partner of Highfields Capital Management LP; (b) Senior Managing Member of Highfields Associates LLC, the General Partner of Highfields Capital I LP and Highfields Capital II LP; (c) in any other capacity related to any of these entities; or (d) in the undersigned’s individual capacity, all documents, certificates, instruments, statements, filings and agreements (“documents”) to be filed with or delivered in accordance with the Securities Act of 1933, as amended (the “Securities Act”), and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder;

(2) do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute and timely file any such documents with the United States Securities and Exchange Commission (the “SEC”) and any stock exchange or similar authority; and

(3) take any other action of any type whatsoever that, in the opinion of such attorneys-in-fact, may be necessary or desirable in connection with the foregoing authority, it being understood that the documents executed by such attorneys-in-fact on behalf of the undersigned pursuant to this Limited Power of Attorney shall be in such form and shall contain such terms and conditions as such attorneys-in-fact may approve.

The undersigned hereby grants to such attorneys-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorneys-in-fact, or such attorneys-in-fact’s substitute or substitutes, have lawfully done or cause to be done or shall lawfully do or cause to be done by virtue of this Limited Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, is not assuming, any of the undersigned’s responsibilities to comply with the Act.

This Limited Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file documents under the Securities Act and the Exchange Act with respect to securities held by the undersigned, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. This Limited Power of Attorney may be filed with the SEC as a confirming statement of the authority granted herein.

IN WITNESS WHEREOF, the undersigned has caused this Limited Power of Attorney to be executed as of this 14^th day of February, 2005.

/s/ Richard L. Grubman

Richard L. Grubman


CUSIP No. 827056102		13G		Page 18 of 18 Pages

LIMITED POWER OF ATTORNEY FOR FILINGS UNDER

THE SECURITIES ACT OF 1933, AS AMENDED AND

THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

IN WITNESS WHEREOF, the undersigned has caused this Limited Power of Attorney to be executed as of this 14^th day of February, 2005.

/s/ Jonathon S. Jacobson

Jonathon S. Jacobson

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