-----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, H1B4GNFOabnbH8YTRtyGEVZ+ADc6q8pL2Bzfb7OSHJ4sgPodbfTZqbfr5Z/bmUQj mCqVVokOrWvF9zCS5iGJKw== 0001323953-07-000010.txt : 20070531 0001323953-07-000010.hdr.sgml : 20070531 20070531095038 ACCESSION NUMBER: 0001323953-07-000010 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070531 DATE AS OF CHANGE: 20070531 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CASCADE MICROTECH INC CENTRAL INDEX KEY: 0000864559 STANDARD INDUSTRIAL CLASSIFICATION: INSTRUMENTS FOR MEAS & TESTING OF ELECTRICITY & ELEC SIGNALS [3825] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-80457 FILM NUMBER: 07889532 BUSINESS ADDRESS: STREET 1: 2430 NW 206TH AVENUE CITY: BEAVERTON STATE: OR ZIP: 97005 BUSINESS PHONE: 5036011000 MAIL ADDRESS: STREET 1: 2430 NW 206TH AVENUE CITY: BEAVERTON STATE: OR ZIP: 97006 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RGM Capital, LLC CENTRAL INDEX KEY: 0001323953 IRS NUMBER: 061685711 STATE OF INCORPORATION: DE FISCAL YEAR END: 1204 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 4501 NINTH STREET NORTH STREET 2: SUITE 222 CITY: NAPLES STATE: FL ZIP: 34103 BUSINESS PHONE: 2396490090 MAIL ADDRESS: STREET 1: 4501 NINTH STREET NORTH STREET 2: SUITE 222 CITY: NAPLES STATE: FL ZIP: 34103 SC 13D 1 rgmcscd-13d.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Cascade Microtech, Inc. - ------------------------------------------------ (Name of Issuer) Common Stock, $0.01 par value per share - ------------------------------------------------ (Title of Class of Securities) 147322101 - ------------------------------------------------ (CUSIP Number) Robert G. Moses RGM Capital, LLC 6621 Willow Park Drive Suite One Naples, FL 34109 (239)-593-1280 - ------------------------------------------------ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 21, 2007 - ------------------------------------------------ (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 Rule 240.13d-1(b)(e), 240.13d-1(f) or 240.13d-1(g) check the following box [ ]. CUSIP NO. 147322101 - ---------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON/S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only) RGM Capital, LLC - ----------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - ----------------------------------------------------------------------------- 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) [ ] - ----------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ----------------------------------------------------------------------------- 7. SOLE VOTING POWER 0 NUMBER OF ---------------------------------------------------------- SHARES 8. SHARED VOTING POWER BENEFICIALLY 667,127** OWNED BY EACH ---------------------------------------------------------- PERSON WITH 9. SOLE DISPOSITIVE POWER 0 ---------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 667,127** - ----------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 667,127** - ----------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ----------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.24% - ----------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON 00 (LLC) - ----------------------------------------------------------------------------- *See Item 3 **See Item 2 and 5 CUSIP NO. 147322101 - ----------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON/S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only) Robert G. Moses - --------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - ----------------------------------------------------------------------------- 3. SEC USE ONLY - --------------------------------------------------------------------------- 4. SOURCE OF FUNDS* 00* - ----------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ----------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION United States - ----------------------------------------------------------------------------- 7. SOLE VOTING POWER 0 NUMBER OF ---------------------------------------------------------- SHARES 8. SHARED VOTING POWER BENEFICIALLY 667,127** OWNED BY EACH ---------------------------------------------------------- PERSON WITH 9. SOLE DISPOSITIVE POWER 0 ---------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 667,127** - ----------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 667,127** - ----------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ----------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.24% - ----------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON IN - ----------------------------------------------------------------------------- *See Item 3 **See Item 2 and 5 ITEM 1. SECURITY AND ISSUER. This Schedule 13D relates to the common stock, $0.01 par value per share (the "Common Stock"), of Cascade Microtech, Inc., an Oregon corporation (the "Issuer"). The address of the principal executive offices of the Issuer is 2430 N.W. 206th Avenue, Beaverton, OR 97006 ITEM 2. IDENTITY AND BACKGROUND. (a-c, f) This Statement is filed jointly by RGM Capital, LLC ("RGM Capital") and Robert G. Moses (together, the "Reporting Persons"). Mr. Moses is the managing member of RGM Capital, LLC. The Reporting Persons' principal business address is located at 6621 Willow Park Drive, Suite One, Naples, FL 34109. (d-e) Neither RGM Capital, LLC nor Mr. Moses have during the past five years been convicted of any criminal proceeding, nor been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The source of funds used to purchase the securities reported herein was the working capital of private investment funds and a separately managed account. The aggregate funds used by the Reporting Persons to make the purchases was $8,721,466, exclusive of commissions. ITEM 4. PURPOSE OF TRANSACTION. The securities reported herein were acquired for, and are being held for, investment purposes by the Reporting Persons on behalf of private investment funds and a separately managed account over which the reporting persons have investment discretion. The acquisitions of the securities reported herein were made in the ordinary course of the Reporting Persons' business. The Reporting Persons will take such future actions with respect to the securities reported herein as the Reporting Persons may deem appropriate in light of the circumstances existing, from time to time, which may include further acquisitions of shares of Common Stock or disposal of some or all of the shares of Common Stock currently owned by the Reporting Persons or otherwise acquired by the Reporting Persons. In addition, the Reporting Persons may engage in communications with one or more shareholders, officers or directors of the Issuer, including discussions regarding the Issuer's operations and strategic direction that, if effected, could result in, among other things: (a) the acquisition by the Reporting Persons of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill vacancies on the board; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer's business or corporate structure; (g) changes in the Issuer's charter, by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an interdealer quotation system of a registered national securities association; (i) a class of equity securities of the issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or (j) any action similar to any of those enumerated above. Except to the extent that the foregoing may be deemed to be a plan or proposal, the Reporting Persons does not currently have any plans or proposals that relate to or would result in any of the actions specified in clause (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons reserves the right, based on all relevant factors and subject to applicable law, at any time and from time to time, to review or reconsider their position, change their purpose, take other actions (including actions that could involve one or more of the types of transactions or have one or more of the results described in paragraphs (a) through (j) of Item 4 of the Schedule 13D) or formulate and implement plans or proposal with respect to any of the foregoing. Any future decision of the Reporting Persons to take any such actions with respect to the Issuer or its securities will take into account various factors, including the prospects of the Issuer, general market and economic conditions and other deemed relevant. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a-b). As of the date hereof, RGM Capital, LLC may be deemed the beneficial owner of 667,127 shares of Issuer Common Stock, representing approximately 5.24% of the Issuer's outstanding Common Stock based upon the 12,741,999 outstanding shares of Common Stock as reported in the Issuer's Form 10-Q for the quarter period ended March 31, 2007. RGM Capital shares the power to vote or direct the vote of 667,127 Shares to which this filing relates. RGM Capital has the sole power to vote or direct the vote of 0 Shares to which this filing relates. RGM Capital shares the power to dispose or direct the disposition of 667,127 shares to which this filing relates. RGM Capital has the sole power to dispose or direct the disposition of 0 shares to which this filing relates. As of the date hereof, Robert G. Moses may be deemed the beneficial owner of 667,127 shares of Issuer Common Stock, representing approximately 12,741,999 outstanding shares of Common Stock as reported in the Issuer's Form 10-Q for the quarter period ended March 31, 2007. Robert G. Moses shares the power to vote or direct the vote of 667,127 Shares to which this filing relates. Robert G. Moses has the sole power to vote or direct the vote of 0 Shares to which this filing relates. Robert G. Moses shares the power to dispose or direct the disposition of 667,127 shares to which this filing relates. Robert G. Moses has the sole power to dispose or direct the disposition of 0 shares to which this filing relates. (c) The following transactions in the Issuer's Common Stock were effected by the Reporting Person during the sixty (60) days preceding the date of this report. All of such transactions represent open market transactions. Trade Date Shares Price/Share - ---------- ------ ----------- 04/02/2007 800 14.0700 04/03/2007 3,312 14.0539 04/09/2007 1,913 14.1388 04/12/2007 12,400 14.1049 04/13/2007 10,000 14.0118 04/18/2007 10,400 13.8952 04/23/2007 10,000 13.7286 04/24/2007 15,725 13.4016 04/25/2007 20,000 13.0425 04/30/2007 15,000 13.0412 05/01/2007 3,500 12.9414 05/02/2007 5,000 12.9640 05/10/2007 10,000 12.9870 05/11/2007 21,896 13.0500 05/14/2007 10,000 12.9500 05/17/2007 20,000 12.4000 05/18/2007 5,000 12.4638 05/21/2007 15,553 12.2047 05/22/2007 2,600 12.0000 05/24/2007 19,200 11.8799 (d-e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER Neither of the Reporting Persons have any contract, arrangement, understanding or relationship with any person with respect to the Common Stock. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Exhibit A - Joint Filing Agreement SIGNATURES 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. May 31, 2007 ---------------------------------------- (Date) RGM Capital, LLC By: /s/ Robert G. Moses -------------------------------------- Robert G. Moses, Managing Member /s/ Robert G. Moses -------------------------------------- Robert G. Moses Exhibit A AGREEMENT The undersigned agree that this Schedule 13D dated May 21, 2007, relating to the Common Stock, $0.01 par value per share, of Cascade Microtech, Inc. shall be filed on behalf of the undersigned. May 31, 2007 ---------------------------------------- (Date) RGM Capital, LLC By: /s/ Robert G. Moses -------------------------------------- Robert G. Moses, Managing Member /s/ Robert G. Moses -------------------------------------- Robert G. Moses -----END PRIVACY-ENHANCED MESSAGE-----