0001383838-14-000002.txt : 20140121
0001383838-14-000002.hdr.sgml : 20140120
20140121164548
ACCESSION NUMBER: 0001383838-14-000002
CONFORMED SUBMISSION TYPE: SC 13D/A
PUBLIC DOCUMENT COUNT: 2
FILED AS OF DATE: 20140121
DATE AS OF CHANGE: 20140121
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: UTSTARCOM HOLDINGS CORP.
CENTRAL INDEX KEY: 0001030471
STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATIONS EQUIPMENT, NEC [3669]
IRS NUMBER: 521782500
STATE OF INCORPORATION: E9
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13D/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-60651
FILM NUMBER: 14538407
BUSINESS ADDRESS:
STREET 1: 52-2 BLDG. BDA INTL ENTERPRISE AVE
STREET 2: NO. 2 JINGYUAN NORTH ST. DAXING DISTRICT
CITY: BEIJING
STATE: F4
ZIP: 100176
BUSINESS PHONE: 86 (10) 85205588
MAIL ADDRESS:
STREET 1: 52-2 BLDG. BDA INTL ENTERPRISE AVE
STREET 2: NO. 2 JINGYUAN NORTH ST. DAXING DISTRICT
CITY: BEIJING
STATE: F4
ZIP: 100176
FORMER COMPANY:
FORMER CONFORMED NAME: UTSTARCOM INC
DATE OF NAME CHANGE: 19970110
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: SHAH CAPITAL MANAGEMENT
CENTRAL INDEX KEY: 0001383838
IRS NUMBER: 201804775
STATE OF INCORPORATION: NC
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13D/A
BUSINESS ADDRESS:
STREET 1: 8601 SIX FORKS ROAD
STREET 2: SUITE 630
CITY: RALEIGH
STATE: NC
ZIP: 27615
BUSINESS PHONE: 919 719 6360
MAIL ADDRESS:
STREET 1: 8601 SIX FORKS ROAD
STREET 2: SUITE 630
CITY: RALEIGH
STATE: NC
ZIP: 27615
SC 13D/A
1
schedule13damendedten.txt
AMENDING 13D
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO.10)
SCHEDULE 13D/A
UTSTARCOM HOLDINGS CORP
(Name of Issuer)
Common Stock
(Title of Class of Securities)
918076100
(CUSIP Number)
Shah Capital Management
8601 Six Forks Road, Suite 630
Raleigh, NC 27615
Tel. No.: (919) 719-6360
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
January 17, 2014
(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 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 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).
(1) Names of reporting persons:
Shah Capital Management
(2) Check the appropriate box if a member of a group:
(a)
(b)
(3) SEC use only
(4) Source of funds (see instructions)
OO
(5) Check if disclosure of legal proceedings is required pursuant
to Items 2(d) or 2(e) of Schedule 13D
N/A
(6) Citizenship or place of organization
NORTH CAROLINA
Number of shares beneficially owned by each reporting person with:
(7) Sole voting power
0
(8) Shared voting power
7,543,496
(9) Sole dispositive power
0
(10) Shared dispositive power
7,543,496
(11) Aggregate amount beneficially owned by each reporting person
7,543,496
(12) Check if the aggregate amount in Row (11) excludes certain shares
(see instructions)
N/A
(13) Percent of class represented by amount in Row (11)
21.02%
(14) Type of reporting person (see instructions)
IA
(1) Names of reporting persons:
Shah Capital Opportunity Fund LP
(2) Check the appropriate box if a member of a group:
(a)
(b)
(3) SEC use only
(4) Source of funds (see instructions)
OO
(5) Check if disclosure of legal proceedings is required pursuant
to Items 2(d) or 2(e) of Schedule 13D
N/A
(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
6,426,057
(9) Sole dispositive power
0
(10) Shared dispositive power
6,426,057
(11) Aggregate amount beneficially owned by each reporting person
6,426,057
(12) Check if the aggregate amount in Row (11) excludes certain shares
(see instructions)
N/A
(13) Percent of class represented by amount in Row (11)
17.90%
(14) Type of reporting person (see instructions)
PN
(1) Names of reporting persons:
Himanshu H. Shah
(2) Check the appropriate box if a member of a group:
(a)
(b)
(3) SEC use only
(4) Source of funds (see instructions)
PF
(5) Check if disclosure of legal proceedings is required pursuant
to Items 2(d) or 2(e) of Schedule 13D
N/A
(6) Citizenship or place of organization
UNITED STATES
Number of shares beneficially owned by each reporting person with:
(7) Sole voting power
311,333
(8) Shared voting power
7,854,829
(9) Sole dispositive power
311,333
(10) Shared dispositive power
7,854,829
(11) Aggregate amount beneficially owned by each reporting person
7,854,829
(12) Check if the aggregate amount in Row (11) excludes certain shares
(see instructions)
N/A
(13) Percent of class represented by amount in Row (11)
21.88%
(14) Type of reporting person (see instructions)
IN
SCHEDULE 13D
Item 1. Security and Issuer
Common Stock of UTSTARCOM HOLDINGS CORP.
UTSTARCOM HOLDINGS CORP
52-2 Building, BDA International Enterprise Avenue
No. 2 Jingyuan North Street
Daxing District, Beijing 100176
Item 2. Identity and Background
(a). Name: SHAH CAPITAL MANAGEMENT.
(b). Business Address: 8601 Six Forks Road, Suite 630, Raleigh, NC 27615
(c). Principal business: Asset management
(d). During the last five years, the reporting person has not been convicted
in a criminal proceeding.
(e). During the last five years, the reporting person has not been a party to
a civil proceeding of a judicial or administrative body of competent
jurisdiction.
(f). N/A
Item 3. Source and Amount of Funds or Other Consideration
In making the purchases of the shares of Common Stock, the reporting person
uses the assets under management.
Item 4. Purpose of the Transaction
The reporting person values the issuer as a good investment.
Item 5. Interest in Securities of the Issuer
(a) Aggregate number of shares owned:
(b) Percentage of class of securities owned:
(c) Number of Shares to which reporting person has:
(i) Sole Voting Power
(ii) Shared Voting Power
(iii) Sole Dispositive Power
(iv) Shared Dispositive Power
SCM Shah Capital Opportunity Himanshu
Fund LP
(a) 7,543,496 6,426,057 7,854,829
(b) 21.01% 17.90% 21.88%
(i) N/A N/A 311,333
(ii) 7,543,496 6,426,057 7,854,829
(iii) N/A N/A 311,333
(iv) 7,543,496 6,426,057 7,854,829
(c) The Reporting Person has not effected any transactions
relating to the Ordinary Shares during the past sixty (60)
days
(d) to (e). Not Applicable
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
Not Applicable
Item 7. Material to be Filed as Exhibits
Purchase and Sale Agreement
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.
Date: January 21, 2014
Signature: Himanshu H. Shah/Sd.
Name/Title: Himanshu H. Shah, President and CIO
EX-1
2
purchaseandsaleagreement.txt
EXECUTED AGREEMENT
PURCHASE AND SALE AGREEMENT
This Purchase and Sale Agreement (this Agreement), dated as of
January 17 2014 is among UTStarcom Holdings Corp a company incorporated
in the Cayman Islands (the Company) and Shah Capital Opportunity Fund LP
(together with the Company, the Purchasers and each a Purchaser),
and SoftBank America Inc a company incorporated in
Delaware (the Seller).
WHEREAS, on the terms and conditions set forth in this Agreement,
the Seller desires to sell, and the Purchasers desire to purchase
an aggregate number of 4,883,875 ordinary shares, par value
US$0.00375 per share, of the Company (the Ordinary Shares or
the Securities).
NOW THEREFORE, the parties hereby agree as follows:
SECTION I
PURCHASE AND SALE OF SECURITIES
1.01 Sale of Securities. The Seller hereby agrees to sell, assign,
transfer and deliver to each Purchaser, and each Purchaser hereby
agrees to purchase from the Seller, such number of Ordinary Shares
set forth opposite each Purchasers name in Schedule A hereto, on the
Closing Date and pursuant to and in accordance with the terms and
conditions set forth in this Agreement.
1.02 Purchase Price.
(a) In full consideration of the sale of all of the Ordinary
Shares by the Seller, each Purchaser shall pay to the
Seller on the Closing Date an aggregate amount equal to
(i) $2.54 per share in U.S. dollars multiplied
by (ii) the number of Ordinary Shares set forth opposite each
Purchasers name in Schedule A hereto (the Aggregate Purchase
Price).
(b) The Aggregate Purchase Price payable to the Seller on
the Closing Date shall be paid by each of the Purchasers via
wire transfer of immediately available funds in U.S. dollars
to an account designated by the Seller.
1.03 Closing. The closing of the purchase and sale of the Ordinary Shares (the
Closing) will take place at 10:00 a.m. (United States Eastern time) on
January 17, 2014, or at such other time and date as the parties hereto
may agree (the Closing Date). At the Closing, the
Seller will deliver to the Purchasers share transfer forms with
respect to the Ordinary Shares being sold by the Seller to such
Purchaser, against payment to the Seller of the Aggregate Purchase
Price in accordance with Section 1.02 of this Agreement.
SECTION II
REPRESENTATIONS AND WARRANTIES OF THE SELLERS
2.01 In order to induce the Purchasers to purchase the
Securities, the Seller represents and warrants to the
Purchasers as follows:
(a) Existence. The Seller is duly organized and validly existing
under the laws of the jurisdiction of its formation, and has full
power and authority to sell the Securities being sold by the
Seller and to enter into and perform its obligations under this
Agreement.
(b) Authorization. The execution and delivery of this Agreement by
the Seller and the consummation by the Seller of the transactions
contemplated by this Agreement have been duly authorized by all necessary
corporate action on the part of the Seller. No consent, approval,
license from, or exemption of (other than exemptions from applicable
federal and state securities laws), and no registration, qualification,
designation, declaration or filing with (other than applicable filings
pursuant to Sections 13 and 16 of the Securities Exchange Act of 1934,
as amended (the Exchange Act)), any court or governmental
department, commission, board, bureau, agency or instrumentality,
or any other party, which has not been obtained as of the date hereof,
is or will be necessary for the valid execution and delivery by
the Seller of this Agreement or the consummation by the Seller
of the transactions contemplated by this Agreement.
(c) No Conflict with Other Instruments. Neither the execution and
delivery by the Seller of this Agreement, the consummation by the
Seller of the transactions contemplated by this Agreement, nor the
compliance by the Seller with the terms and conditions of this Agreement,
will (i) violate any provision of the Sellers organizational documents,
as amended to date; (ii) to its knowledge, violate or conflict
with or result in a breach of any law, regulation, order, writ,
injunction or decree of any court, arbitrator or governmental
instrumentality to which the Seller is bound; or (iii) violate
or be in conflict with,or constitute a default (or an event which,
with notice or lapse of time or both, would constitute
a default) under, or entitle any party to terminate any or
all of the provisions of, or cause the acceleration of or
entitle any party to accelerate the performance required by,
or cause the acceleration of or entitle any party to accelerate
the maturity of any debt or obligation pursuant to, any contract,
agreement, arrangement, commitment or restriction of any kind to which the
Seller is a party or by which the Seller is bound.
(d) Validity and Binding Effect. This Agreement has been duly and
validly executed and delivered by the Seller; and this Agreement
constitutes the legal, valid and binding obligation of the Seller,
enforceable against the Seller in accordance with its terms,
except as the enforceability of this Agreement may be limited
by bankruptcy, insolvency or other similar laws of general
application affecting the enforceability of creditors rights
generally, or by general principles of equity.
(e) Title to Securities. The Seller owns the Securities being
sold by it to the Purchasers free and clear of all liens, other
than restrictions imposed under applicable securities laws
and restrictions created by the Company or imposed by
the Companys constitutive documents then in effect.
(f) Litigation. There is no (i) action, suit, claim, proceeding
or investigation pending or, to the Sellers knowledge, threatened
against or affecting, the Seller, at law or in equity, or before
or by any federal, state, municipal or other governmental
department, commission, board, bureau, agency or instrumentality,
domestic or foreign, (ii) arbitration proceeding relating to the
Seller, or (iii) governmental inquiry pending, or to the
Sellers knowledge threatened, against or affecting the Seller,
any of which, as it relates to clauses (i), (ii) and (iii),
if adversely determined, would invalidate or prevent the
performance by the Seller of the transactions contemplated
by this Agreement.
2.02 No Other Representations or Warranties. Except for the
representations and warranties contained in Section 2.01, the
Seller makes no express or implied representation or
warranty to the Purchasers.
SECTION III
REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS
3.01 In order to induce the Seller to sell the Securities, each
Purchaser represents and warrants to the Seller as follows:
(a) Existence and Good Standing. The Purchaser is duly organized
and validly existing under the laws and regulations of its
jurisdiction, and has full power and authority to acquire the
Securities and to enter into and perform its obligations under this
Agreement.
(b) Authorization. The execution and delivery of this Agreement by
the Purchaser and the consummation by the Purchaser of the
transactions contemplated by this Agreement have been duly
authorized and approved by all necessary corporate action
on the part of the Purchaser. No consent, approval, license from,
or exemption of (other than exemptions from applicable
federal and state securities laws), and no registration,
qualification, designation,declaration or filing with
(other than applicable filings pursuant to Sections 13 and
16 of the Exchange Act), any court or governmental department,
commission, board, bureau, agency or instrumentality, or
any other party, which has not been obtained as of the
date hereof, is or will be necessary for the valid execution
and delivery by the Purchaser of this Agreement or the
consummation by the Purchaser of the transactions contemplated
by this Agreement.
(c) No Conflict with Other Instruments. The execution and
delivery by the Purchaser of this Agreement, the consummation
by the Purchaser of the transactions contemplated by this
Agreement and the compliance by the Purchaser with the
terms and conditions by this Agreement, will not (i) violate
any provision of the Purchasers constitutive documents;
(ii) to its knowledge, violate or conflict with or result
in a breach of any law, regulation, order, writ, injunction
or decree of any court, arbitrator or governmental
instrumentality to which the Purchaser is bound;
or (iii) violate or be in conflict with, or constitute a
default (or an event which, with notice or lapse of time
or both, would constitute a default) under, or entitle
any party to terminate any or all of the provisions of,
or cause the acceleration of or entitle any party to
accelerate the performance required by, or cause the
acceleration of or entitle any party to accelerate the
maturity of any debt or obligation pursuant to,
any contract, agreement, arrangement, commitment or
restriction of any kind to which the
Purchaser is a party or by which the Purchaser is bound.
(d) Validity and Binding Effect. This Agreement has been
duly and validly executed and delivered by the Purchaser,
and this Agreement constitutes the legal, valid
and binding obligation of the Purchaser, enforceable against
the Purchaser in accordance with its terms, except as
enforceability may be limited by bankruptcy, insolvency
or other similar laws of general application affecting the
enforceability of creditors rights generally, or by general
principles of equity. The Purchaser has adequate surplus
or other available capital, as applicable, to effect the
purchase of the Securities in accordance with the terms
and conditions of this Agreement.
(e) Litigation. There is no (i) action, suit, claim,
proceeding or investigation pending or, to the Purchasers
knowledge, threatened against or affecting, the
Purchaser, at law or in equity, or before or by any
federal, state, municipal or other governmental
department, commission, board, bureau, agency or
instrumentality, domestic or foreign, (ii) arbitration
proceeding relating to the Purchaser, or (iii) governmental
inquiry pending, or to the Purchasers knowledge
threatened, against or affecting the Purchaser, any
of which, as it relates to clauses (i), (ii) and (iii),
if adversely determined, would invalidate or
prevent the performance by the Purchaser of the
transactions contemplated by this Agreement.
(f) Purchase for Own Account. Each Purchaser represents
that it is acquiring the Securities solely for the Purchasers
own account not as a nominee or agent, and
not with a view to the resale or distribution of any part
thereof, and that the Purchaser has no present intention
of selling, granting any participation in, or otherwise
distributing the same.
3.02 No Other Representations or Warranties. Except for the
representations and warranties contained in Section 3.01,
the Purchasers make no express or implied representation
or warranty to the Seller.
SECTION IV
MISCELLANEOUS
4.01 Survival. All representations and warranties contained
herein shall survive the execution and delivery of this
Agreement and the closing of the transactions contemplated
hereby for a period of 12 months after the Closing. All
covenants and other agreements of the parties contained
herein shall survive the execution and delivery of this
Agreement and the closings of the transactions contemplated
hereby until fully performed or fulfilled.
4.02 Agreement; Amendments. This Agreement sets forth the
entire agreement of the parties with respect to the subject
matter hereof and supersedes all prior agreements between
them, whether written or oral, with respect to its
subject matter. Any amendment, supplement or modification
of or to any provision of this Agreement, any waiver
of any provision of this Agreement, and any consent
to any departure by the Purchasers or the Seller from
the terms of any provision of this Agreement, shall
be effective (i) only if it is made or given in
writing and signed by the Purchasers and the Seller,
and (ii) only in the specific instance and for
the specific purpose for which made or given.
Neither the Purchasers nor the Seller shall assign
any of its rights or obligations under this Agreement
without the written consent of the other parties hereto.
4.03 Fees and Expenses. Each of the parties hereto
shall pay its own fees and expenses incurred in
connection with this Agreement or otherwise.
4.04 Public Announcements. Except as required by
law or regulation, no party shall make any public
announcements in respect of this Agreement or the
transactions contemplated hereby or otherwise
communicate with any news media without the prior
written consent of the other parties, and the
parties shall cooperate as to the timing and
contents of any such announcement. Notwithstanding
the foregoing, the Seller may disclose this
Agreement and the transactions contemplated hereby
to the extent such details have been disclosed
in accordance with the beneficial ownership
reporting requirements under the United States
securities laws.
4.05 Governing Law. This Agreement and the rights
and obligations of the parties under it shall be
governed by, and construed and enforced in accordance
with, the laws of the State of New York, without
giving effect to the rules and principles of
conflicts of laws thereof.
4.06 Counterparts; Facsimile Execution. This Agreement
may be executed in any number of counterparts,
each of which when so executed and delivered shall
be deemed an original, but all of which together shall
constitute one and the same instrument. For purposes
of this Agreement, a document (or signature page thereto)
signed and transmitted by email or facsimile is
to be treated as an original document.
Sd
William Wong
Chief Executive Officer
Sd
Shah Capital Opportunity Fund LP
Himanshu H. Shah
Managing Member, President and CIO
Sd
Softbank Amerinca Inc
Steven Murray
Vice President and Treasurer
Schedule A
Name Shares to be Purchased
UTStarcom Holdings Corp. 3,883,875
Shah Capital Opportunity Fund LP 1,000,000