-----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, MrlEIX9awmVwta68Di8J0VmqGfTy15j/SFeVlqenwhoF4MaOyiRvNz08HxzRV+qc esl6RI5unv+7l7m6Ct4i8w== 0000906344-03-000142.txt : 20030311 0000906344-03-000142.hdr.sgml : 20030311 20030310175508 ACCESSION NUMBER: 0000906344-03-000142 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20030311 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CELERITEK INC/CA CENTRAL INDEX KEY: 0000919583 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 770057484 STATE OF INCORPORATION: CA FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-49108 FILM NUMBER: 03598613 BUSINESS ADDRESS: STREET 1: 3236 SCOTT BLVD CITY: SANTA CLARA STATE: CA ZIP: 95054 BUSINESS PHONE: 4089865060 MAIL ADDRESS: STREET 1: 3236 SCOTT BLVD CITY: SANTA CLARA STATE: CA ZIP: 95054 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BRICOLEUR CAPITAL MANAGEMENT LLC CENTRAL INDEX KEY: 0001056566 IRS NUMBER: 134003626 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 12230 EL CAMINO REAL STREET 2: SUITE 100 CITY: SAN DIEGO STATE: CA ZIP: 92130 BUSINESS PHONE: 6195971708 MAIL ADDRESS: STREET 1: 12230 EL CAMINO REAL STREET 2: SUITE 100 CITY: SAN DIEGO STATE: CA ZIP: 92130 SC 13D 1 cel13d.txt SCHEDULE 13D UNITED STATES 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. __)* CELERITEK, INC. --------------- (Name of Issuer) Common Stock ------------ (Title of Class of Securities) 150926103 --------- (CUSIP Number) Mark D. Whatley Howard, Rice, Nemerovski, Canady, Falk & Rabkin, A Professional Corporation Three Embarcadero Center, Suite 700 San Francisco, CA 94111 (415) 434-1600 --------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) February 27, 2003 ----------------- (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(c), 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(b) 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 the disclosures provided in a prior cover page. The information required in 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). Exhibit Index on Page 7 Total Pages ___ CUSIP No. 150926103 SCHEDULE 13D Page 2 of 7 1 Name of Reporting Person BRICOLEUR CAPITAL MANAGEMENT LLC IRS Identification No. of Above Person 13-40036 2 Check the Appropriate Box if a member of a Group (a) [ ] (b) [x] 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) [ ] 6 Citizenship or Place of Organization Delaware, United States 7 Sole Voting Power -0- NUMBER OF SHARES 8 Shared Voting Power 537,083 BENEFICIALLY OWNED BY EACH 9 Sole Dispositive Power -0- REPORTING PERSON WITH 10 Shared Dispositive Power 537,083 11 Aggregate Amount Beneficially Owned by Each Reporting Person 537,083 12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares [x] 13 Percent of Class Represented by Amount in Row 11 4.4% 14 Type of Reporting Person IA CUSIP No. 150926103 SCHEDULE 13D Page 3 of 7 Item 1. Security and Issuer. Common Stock of Celeritek, Inc. 3236 Scott Blvd. Santa Clara, CA 95054 CUSIP No. 150926103 Item 2. Identity and Background. 2(a) Bricoleur Capital Management LLC, a limited liability company organized under the laws of the state of Delaware ("Bricoleur" or the "Reporting Person") 2(b) 12230 El Camino Real, Suite 100 San Diego, CA 92130 2(c) Bricoleur is an investment adviser registered with the California Department of Corporations. It acts as the general partner of and investment adviser to certain investment limited partnerships and as the investment adviser to certain other investment funds and client accounts. It exercises exclusive voting and dispositive discretion with respect to all such partnerships, funds and accounts. 2(d) None 2(e) None Item 3. Source and Amount of Funds or Other Consideration. Inapplicable. This schedule 13D is not being filed as a result of any acquisition of shares. See item 4 below. Item 4. Purpose of Transaction. This Schedule 13D relates to Bricoleur's agreement to participate in a Celeritek Shareholder Protective Committee (the "Committee"). Bricoleur agreed to participate in the Committee to explore ways of encouraging Celeritek's Board of Directors to (i) improve Celeritek's corporate governance, (ii) remove Celeritek's poison pill and (iii) be open to purchase offers for Celeritek. Among other things, Bricoleur is willing to participate in consideration by the Committee of the following potential actions: 1. calling a special shareholder meeting to remove the present members of the Board of Directors and replace them with directors who will be more open to corporate governance concerns of shareholders or, alternatively, nominating one or more candidates in opposition to the Board-of-Director-nominated candidates at Celeritek's 2003 annual meeting; 2. proposing to the shareholders for consideration at Celeritek's 2003 annual meeting, or endorsing or supporting proposals submitted by others, as follows: (1) a recommendation that the Board of Directors repeal the poison pill; (2) an amendment to Celeritek's Bylaws to require that the chairman of the Board of Directors be an independent CUSIP No. 150926103 SCHEDULE 13D Page 4 of 7 outside director; and (3) demanding that Celeritek refrain from making long-term, zero-interest loans to officers and employees. A proposal was submitted on behalf of Bricoleur on February 27, 2003, for inclusion in Celeritek's Annual Meeting Proxy Statement, requesting that the Board of Directors redeem Celeritek's "poison pill." A copy of that proposal is attached to this filing as Exhibit A. Bricoleur has been advised that a proposal was submitted on behalf of Lloyd Miller on February 27, 2003, for inclusion in Celeritek's Annual Meeting Proxy Statement, to amend Celeritek's Bylaws to, among other things, require that the chairman of the Board of Directors be an outside director. A copy of that proposal is attached to this filing as Exhibit B. Depending on overall market conditions, other investment opportunities, and the availability of shares of Celeritek's stock at desirable prices, Bricoleur may acquire additional shares of Celeritek stock in open market or private transactions on such terms and at such times as it deems appropriate. Bricoleur may, from time to time, evaluate various activities with respect to Celeritek in addition to or instead of those described above, including some that may be intended to influence the activities of Celeritek or its Board of Directors. Bricoleur may, on its own, acting together with members of the Committee, and/or acting together with one or more other persons, take action with respect to Celeritek, including, without limitation, engaging in discussions with management and the Board of Directors, communicating with other shareholders, seeking alternative board representation, making proposals to Celeritek concerning that company's capitalization and operations, buying additional shares of Celeritek stock or selling some or all of the shares of Celeritek stock on behalf of the partnerships and accounts over which it exercises discretion. Bricoleur may change its intention with respect to any or all of the matters referred to in this filing. Item 5. Interest in Securities of the Issuer. 5(a) and 5(b) Investment partnerships and other investment advisory clients of Bricoleur collectively own 537,083 shares of Celeritek stock which includes an option to acquire 12,400 shares of common stock. Because Bricoleur has sole voting investment power over the holdings in each of those accounts, Bricoleur may be deemed to have beneficial ownership of all of those shares, representing approximately 4.4% of the outstanding Celeritek stock. Bricoleur has been advised that, when combined with this beneficial ownership, the aggregate beneficial ownership of Celeritek common stock by all participants in the Committee, comprises 10.26% of Celeritek's outstanding stock. Bricoleur has been advised that that ownership is as follows: (a) 723,092 shares held beneficially by SACC Partners, L.P., Riley Investment Management LLC, B. Riley & Co. Inc., B. Riley & Co. Holdings, LLC, and Bryant R. Riley; (b) 353,400 shares held by Kevin Douglas; and (c) 232,100 shares held by Lloyd Miller. Bricoleur disclaims membership in a "group" within the meaning of Section 13(d)(4) of the Securities Exchange Act of 1934 (the "Exchange Act") or rule 13d-5(b)(1) of the Exchange Act with any member or participant CUSIP No. 150926103 SCHEDULE 13D Page 5 of 7 in the Committee or any other person and further disclaims, on its own behalf and on behalf of each investment partnership or investment advisory client for whose account it exercises discretion, beneficial ownership of any shares of Celeritek common stock owned by any other participant in the Committee. Neither Bricoleur nor any investment partnership or investment advisory client for which Bricoleur exercises discretion has any right to vote, direct the vote, or control the disposition of any shares owned by any participant in of the Committee. No investment partnership or investment advisory client for which Bricoleur exercises investment discretion has any right to vote, direct the vote, or control the disposition of any shares owned by any other such investment fund or client. Because of the foregoing disclaimers, Bricoleur does not believe this filing is required by the Exchange Act or rules thereunder, but is making this filing as a precautionary measure, without conceding Bricoleur's or any of its investment advisory clients' membership in a "group." 5(c) During the past 60 days, Bricoleur did not effect any transactions in Celeritek's securities. 5(d) Bricoleur has been granted the authority to dispose of and vote the securities reflected in Items 7-11 of page two of this Schedule 13d (the "Securities") in its capacity as general partner and investment manager for certain investment limited partnerships and as investment adviser to certain other investment funds and client accounts. Such partnerships, funds and persons or entities that own such accounts have the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of, the Securities held by such partnerships, funds or in such accounts. 5(e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Bricoleur is a party to an agreement of limited partnership governing each of the investment limited partnerships as to which it exercises discretion. Each of those agreements grants Bricoleur the authority to, among other things, invest the funds of the respective partnership in Celeritek stock, to vote that stock and to dispose of that stock. Bricoleur is a party to investment management agreements with each of its other investment advisory accounts that hold Celeritek stock pursuant to which Bricoleur has similar authority with respect to that stock. Bricoleur agreed to participate in the Committee after receiving a letter of invitation in the form attached as Exhibit C to this filing. Item 7. Material to Be Filed as Exhibits. Exhibit A. Proposal for inclusion in the Annual Meeting Proxy Statement of Celeritek relating to redemption of Rights provided in the Preferred Shares Rights Agreement dated March 25, 1999. Exhibit B. Proposal for inclusion in the Annual Meeting Proxy Statement of Celeritek relating to Bylaw amendments requiring the chairman of the Board of Directors to be an outside director and other matters. CUSIP No. 150926103 SCHEDULE 13D Page 6 of 7 Exhibit C. Form of Letter to Shareholders of Celeritek Inviting Them to Join the Shareholder Committee. 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. BRICOLEUR CAPITAL MANAGEMENT LLC By ______________/s/_________________ Robert Poole, Management Committee Member DATED: March 10, 2003 CUSIP No. 150926103 SCHEDULE 13D Page 7 of 7 EXHIBIT INDEX Exhibit A. Proposal for inclusion in the Annual Meeting Proxy Statement of Celeritek relating to redemption of Rights provided in the Preferred Shares Rights Agreement dated March 25, 1999 Page 8 Exhibit B. Proposal for inclusion in the Annual Meeting Proxy Statement of Celeritek relating to Bylaw amendments requiring the Chairman of the Board of Directors to be an outside director and other matters Page 9 Exhibit C. Form of Letter to Shareholders of Celeritek Inviting Them to Join the Shareholder Committee Page 11 EX-1 3 exha.txt EXHIBIT A TO SCHEDULE 13D EXHIBIT A PROPOSAL FOR INCLUSION IN CELERITEK'S ANNUAL MEETING PROXY STATEMENT PROPOSAL: - ------------------ The shareholders of Celeritek, Inc. (the "Company") hereby request that the Board of Directors (the "Board") redeem the Rights described in the Preferred Shares Rights Agreement dated March 25, 1999, between the Company and BankBoston, N.A. (the "Rights Agreement"); and request further that the Board not reinstitute or replace the Rights Agreement with any other form of "poison pill." STATEMENT BY SHAREHOLDER IN SUPPORT OF THE PROPOSAL: - --------------------------------------------------- The Rights Agreement, which the Board put in place without shareholder approval, issued Preferred Stock Purchase Rights, commonly referred to as a poison pill (the "Poison Pill"). The Poison Pill makes the cost of acquiring the Company prohibitively expensive for a potential acquirer, unless the acquirer first obtains the endorsement of the Board. Poison Pills, like the one adopted by our Board, can pose such an obstacle to takeovers that management becomes entrenched. We believe that the entrenchment of management, and the lack of accountability that results, can adversely affect shareholder value. Our Board recently discouraged a proposal to discuss alternatives by Aneren Microwave and we believe the Poison Pill helps them feel secure in doing so. The Board justified its adoption of the Poison Pill by stating that the rights are designed to protect and maximize the value of the outstanding equity interests of the Company in the event of an unsolicited attempt by an acquiror to take over the Company. We do not share the view of the Board that our Company needs to be "protected" from a purchase offer. Shareholders can decide for themselves if we want to accept an offer. We believe liquidating company assets would maximize shareholder value but The Poison Pill vastly increases the cost to a potential bidder of any merger or sale that our entrenched Board does not approve. Our Board Members are not significant stockholders and have rewarded management generously even though the Company does not have a strong earnings history and in fact has an accumulated deficit of over $35 million. Other management teams may be willing to pay more than the current stock price in the belief that they could profitably deploy the company's assets. With the protection of the Pill, our bad can discourage any such proposals We strongly believe that it is the shareholders, who are the owners of the Company, not the directors and managers, who merely act as agents for the owners, who should have the right to decide what is or is not a fair price for their shareholdings. In order for this to occur, however, the Board must vote to redeem the Poison Pill. Thus, we are encouraging shareholders to vote in favor of a "request" to the Board to redeem the pill. Redemption of the Company's Poison Pill would allow shareholders to consider all tender offers, not just those endorsed by incumbent management. EX-2 4 exhb.txt EXHIBIT B TO SCHEDULE 13D EXHIBIT B PROPOSAL FOR INCLUSION IN CELERITEK'S ANNUAL MEETING PROXY STATEMENT PROPOSAL: - ------------------ That Section 5.6 of the Company's bylaws be amended and restated to read as follows: SECTION 5.6 CHAIRMAN OF THE BOARD. The chairman of the board shall be an outside director, and if present, shall preside at meetings of the board of directors and exercise and perform such other powers and duties as may from time to time be assigned to him by the board of directors or as may be prescribed by these bylaws. That Section 5.7 of the Company's bylaws be amended and restated to read as follows: SECTION 5.7 PRESIDENT. The president shall be the chief executive officer of the corporation and shall, subject to the control of the board of directors, have general supervision, direction, and control of the business and the officers of the corporation. He shall preside at all meetings of the shareholders and, in the absence of a chairman of the board, at all meetings of the board of directors. He shall have the general powers and duties of management usually vested in the office of president of a corporation, and shall have such other powers and duties as may be prescribed by the board of directors or these bylaws. STATEMENT BY SHAREHOLDER IN SUPPORT OF THE PROPOSAL: - --------------------------------------------------- Currently, the Company's bylaws provide that if there is no President, then the Chairman of the Board will have the power given to the President by Section 5.7 of the Company's bylaws. Amending Sections 5.6 and 5.7 of the Company's bylaws to provide that the Chairman of the Board cannot also be the President, will lessen the potential power and control that one person could have over the Company and its affairs. The requirement proposed by the amendment to Section 5.6 that the Chairman of the Board be an outside director also improves corporate governance. An outside director is generally a director who is not a current employee of the Company, is not a former employee who receives compensation for prior services; has not been an officer of the Company, and does not receive, directly or indirectly, remuneration from the Company in any capacity other than as a director. Therefore, the requirement that the Chairman of the Board be an outside director helps assure independence. I encourage you to vote for the approval of these amendments to the Company's bylaws. EX-3 5 exhc.txt EXHIBIT C TO SCHEDULE 13D EXHIBIT C Ladies and Gentlemen: I have been concerned for several months about the apparent course of action being taken by the Celeritek board of directors. The board appears to be entrenched and uninterested in maximizing shareholder value. In particular, the board has apparently rebuffed an indication of interest by Anaren Microwave, Inc. In response to a request from Anaren to do exploratory "due diligence" for a possible combination or acquisition proposal, the Celeritek board of directors sent a confidentiality agreement which included an onerous two-year standstill agreement. Previously, the company amended its charter to include a so-called "poison pill" designed to make it difficult for anyone to acquire the company without the board of directors' approval. While these "pills" are sometimes touted as giving a board time to negotiate with potential acquirers, in Celeritek's case the pill only serves to entrench the board of directors and management, who has failed to produce earnings. In addition, the directors and management are handsomely compensated and are in comfort in the presence of this poison pill to continue themselves in office, while fending off would-be acquirers. If you share my concerns, I invite you to join with me in forming the "Celeritek Shareholder Protective Committee". The purpose of this committee will be to encourage our board of directors to remove the poison pill, to be open to purchase offers (rather than discouraging them) and to improve the company's corporate governance. I am willing to serve as chairman of the committee. If you join with me as members of the committee, I will consult with you before having the committee take any action. Initially, however, I propose that the committee consider taking the following actions: * Calling a special shareholder meeting to remove the present members of the board of directors and replace them with directors who will be more open to corporate governance concerns of shareholders, or alternately running one or more candidates in opposition to the board of director-nominated candidates at the company's next annual meeting. We will need to make a decision about whether to nominate members to the board of directors on or before April 22, 2003. * Endorsing the action taken by one of our committee members to submit a shareholder proposal for the 2003 annual meeting, recommending that the board repeal the "poison pill"; * Endorsing the action taken by one of our committee members to submit a shareholder proposal for the 2003 annual meeting requiring that the bylaws be amended to provide for an independent outside director to serve as chairman of the company's board (a corporate governance reform that would be particularly beneficial in light of recent corporate scandals); * Demanding that the company cease the practice of making long-term zero-interest loans to officers and employees. If you join the committee, you will be in accordance to work with us to support the proposal to redeem the poison pill and intend to vote your shares to that effect. As a result, as we will have agreed to vote in common on this provision, we may be deemed a "group" for purposes of Section 13D of the Securities Exchange Act of 1934. I will therefore need to amend my statement on Schedule 13D to state that I have entered into the committee arrangement with you and that we may be deemed to be formalized in a group, although I will disclaim any right to vote your shares or control your buying and selling decisions. You may wish to do the same, and if you wish assistance in filing your own statement on Schedule 13D, I will provide assistance in this regard. Please send me back a return fax or e-mail indicating your willingness to be named as a committee member. As always, I am available to discuss any of these concerns with you at your convenience. Sincerely, Bryant R. Riley As noted above, I have already agreed to join and have submitted one of the proposals described above. -----END PRIVACY-ENHANCED MESSAGE-----