-----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, CXThnyipkKdu97Fu1Vfuk9YUM/dklSNVCUV9FPgjmIjdD6sDyK3gl0Rn2NKdtfvP NTJNGGMvzOSSR/XS27y3Mg== 0001104659-04-002792.txt : 20040205 0001104659-04-002792.hdr.sgml : 20040205 20040205162837 ACCESSION NUMBER: 0001104659-04-002792 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040205 GROUP MEMBERS: FOX PAINE CAPITAL FUND, L.P. GROUP MEMBERS: FOX PAINE CAPITAL, LLC GROUP MEMBERS: FPC INVESTORS, L.P. GROUP MEMBERS: WJ COINVESTMENT FUND I, LLC GROUP MEMBERS: WJ COINVESTMENT FUND III, LLC GROUP MEMBERS: WJ COINVESTMENT FUND IV, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WJ COMMUNICATIONS INC CENTRAL INDEX KEY: 0000105006 STANDARD INDUSTRIAL CLASSIFICATION: SPECIAL INDUSTRY MACHINERY, NEC [3559] IRS NUMBER: 941402710 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-30280 FILM NUMBER: 04570462 BUSINESS ADDRESS: STREET 1: 401 RIVER OAKS PARKWAY CITY: SAN JOSE STATE: CA ZIP: 95134 BUSINESS PHONE: 408-577-6200 MAIL ADDRESS: STREET 1: 401 RIVER OAKS PARKWAY CITY: SAN JOSE STATE: CA ZIP: 95134 FORMER COMPANY: FORMER CONFORMED NAME: WATKINS JOHNSON CO DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FOX PAINE & CO LLC CENTRAL INDEX KEY: 0001099185 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: C/O WJ COMMUNICATIONS STREET 2: 950 TOWER LANE #1150 CITY: FOSTER CITY STATE: CA ZIP: 94404 BUSINESS PHONE: 6505251300 MAIL ADDRESS: STREET 1: C/O WJ COMMUNICATIONS STREET 2: 950 TOWER LANE #1150 CITY: FOSTER CITY STATE: CA ZIP: 94404 SC 13G/A 1 a04-1959_1sc13ga.htm SC 13G/A

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

 

SCHEDULE 13G

 

 

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

 

WJ COMMUNICATIONS, INC.

(Name of Issuer)

 

Stock, par value $0.01 per share

(Title of Class of Securities)

 

929284 10 7

(CUSIP Number)

 

January 28, 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:

o

Rule 13d-1(b)

o

Rule 13d-1(c)

ý

Rule 13d-1(d)

 

*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).

 

 

CUSIP No.  929284 10 7

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
FOX PAINE & COMPANY, LLC

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
DELAWARE

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power
24,513,835 (See Item 4(A))

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
24,513,835 (See Item 4(A))

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
24,513,835 (See Item 4(A))

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
41% based on 59,741,050 shares of common stock outstanding after January 28, 2004.  (See Item 4(A))

 

 

12.

Type of Reporting Person (See Instructions)
OO

 

2

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
FOX PAINE & COMPANY, L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
DELAWARE

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power
24,155,413 (See Item 4(A))

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
24,155,413 (See Item 4(A))

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
24,155,413 (See Item 4(A))

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
40.4% based upon approximately 59,741,050 shares of common stock outstanding after January 28, 2004.  (See Item 4(A))

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

3

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
FOX PAINE & COMPANY, LLC

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
DELAWARE

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power
25,492,044 (See Item 4(A))

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
25,492,044 (See Item 4(A))

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
25,492,044 (See Item 4(A))

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
42.6% based on 59,741,050 shares of common stock outstanding after January 28, 2004.  (See Item 4(A))

 

 

12.

Type of Reporting Person (See Instructions)
OO

 

4

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
FPC INVESTORS, L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
DELAWARE

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power
358,422 (See Item 4(A))

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
358,422 (See Item 4(A))

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
358,422 (See Item 4(A))

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
0.6% based on 59,741,050 shares of common stock outstanding after January 28, 2004.  (See Item 4(A)).

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

5

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
WJ COINVESTMENT FUND I, LLC.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
DELAWARE

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power
601,478  (See Item 4(A))

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
601,478  (See Item 4(A))

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
601,478  (See Item 4(A))

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
1.0% based on 59,741,050 shares of common stock outstanding after January 28, 2004.  (See Item 4(A))

 

 

12.

Type of Reporting Person (See Instructions)
OO

 

6

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
WJ COINVESTMENT FUND III, LLC

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
DELAWARE

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power
251,155 (See Item 4(A))

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
251,155 (See Item 4(A))

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
255,155 (See Item 4(A))

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
0.42% based on 59,741,050 shares of common stock outstanding after January 28, 2004.  (See Item 4(A))

 

 

12.

Type of Reporting Person (See Instructions)
OO

 

7

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
WJ COINVESTMENT FUND IV, LLC

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
DELAWARE

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power
125,576 (See Item 4(A))

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
125,576 (See Item 4(A))

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
125,576 (See Item 4(A))

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
0.21% based on 59,741,050 shares of common stock outstanding after January 28, 2004.  (See Item 4(A))

 

 

12.

Type of Reporting Person (See Instructions)
OO

 

8

 

SCHEDULE 13G - TO BE INCLUDED IN STATEMENTS

FILED PURSUANT TO RULE 13d-1(b) OR 13d-2(b)

 

Item 1.

 

(a)

Name of Issuer

WJ COMMUNICATIONS,  INC.

 

(b)

Address of Issuer’s Principal Executive Offices

401 River Oaks Parkway
San Jose, California  95134

 

Item 2.

 

(a)

Name of Person Filing*

Fox Paine & Company, LLC;
Fox Paine Capital Fund, L.P.;
Fox Paine Capital, LLC
FPC Investors, L.P.;
WJ Coinvestment Fund I, LLC;
WJ Coinvestment Fund III, LLC;
WJ Coinvstment Fund IV, LLC

 

*A joint filing agreement was previously filed with the original Schedule 13G filed on February 14, 2001

 

 

(b)

Address of Principal Business Office or, if none, Residence

c/o Fox Paine & Company, LLC
950 Tower Lane, Suite 1150
Foster City, CA  94404-2131

 

(c)

Citizenship

Delaware

 

(d)

Title of Class of Securities

Common Stock, $0.01 par value per share

 

(e)

CUSIP Number

929284 10 7

 

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

 

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

 

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

 

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 

(g)

o

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

 

(h)

o

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 

(j)

o

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

9

 

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.

 

(a)

Amount beneficially owned:   

Fox Paine & Company, LLC ("Company LLC") is the manager of (i) Fox Paine Capital Fund, L.P. ("LP1"), which may be deemed to own beneficially and directly 24,155,413 shares, or approximately 40.4%,  of Common Stock of WJ Communications, Inc. (the "Issuer") and (ii) FPC Investors, L.P. ("LP2" and, together with LP1, the "LPs"), which may be deemed to own beneficially and directly 358,422 shares, or approximately 0.6%, of Common Stock of the Issuer. Fox Paine Capital, LLC ("Capital LLC") is the General Partner of each of the LPs and the Managing Member of each of WJ Coinvestment Fund I, LLC, WJ Coinvestment Fund III, LLC, and WJ Coinvestment Fund IV, LLC (collectively, the "Funds"). The Funds in the aggregate may be deemed to own beneficially and directly 978,209 shares, or approximately 1.6%, of Common Stock of the Issuer (601,478 shares, or approximately 1.0%, owned by WJ Coinvestment Fund I, LLC, 251,155 shares, or approximately 0.4%, owned by WJ Coinvestment Fund III, LLC, and 125,576 shares, or approximately 0.21%, owned by WJ Coinvestment Fund IV, LLC).

 

 

Company LLC, as the manager of the LPs, may be deemed to be the indirect beneficial owner in the aggregate of 24,513,835 shares, or approximately 41%, of the Common Stock of the Issuer owned by the LPs. Capital LLC, as the General Partner of the LPs and Managing Member of the Funds, may be deemed to be the indirect beneficial owner in the aggregate of 25,492,044 shares, or approximately 42.6%, of the Common Stock of the Issuer owned by the LPs and the Funds. Each of Company LLC and Capital LLC disclaims ownership of the shares of Common Stock beneficially owned by the LPs and the Funds to the extent of the partnership or limited liability company interests in the LPs and the Funds held by persons other than Company LLC and Capital LLC, respectively.

 

 

W. Dexter Paine, III, Wray T. Thorn, and Robert N. Lowe are the members of Company LLC and members of Capital LLC. In such capacities, Messrs. Paine, Thorn,

 

10

 

 

 

and Lowe may be deemed to share beneficial ownership of the Common Stock beneficially owned by Company LLC and Capital LLC, but they disclaim any such

 

 

beneficial ownership. In addition, Mr. Paine has been issued an aggregate of 47,629 shares, and Mr. Thorn has been issued an aggregate of 59,836 shares, of the Common

 

 

Stock of the Issuer under the Issuer's 2000 Non-Employee Director Stock Compensation Plan.  Mr. Paine irrevocably elected to defer receipt of these shares until his relationship as a director of the Issuer is terminated. Such deferred shares are credited as Share Units under the Issuer's 2000 Non-Employee Director Stock Compensation Plan and are not considered outstanding.

 

 

All ownership percentages have been calculated based on 59,741,050 shares of Common Stock of the Issuer outstanding as of January 28, 2004, as provided by the Issuer.

 

(b)

Percent of class:   

See the response(s) to Item 11 on the attached cover page(s).  See Item 4(a).

 

(c)

Number of shares as to which the person has:

 

 

 

(i)

Sole power to vote or to direct the vote   

See the response(s) to Item 5 on the attached cover page(s).

 

 

(ii)

Shared power to vote or to direct the vote    

See the response(s) to Item 6 on the attached cover page(s).

 

 

(iii)

Sole power to dispose or to direct the disposition of   

See the response(s) to Item 7 on the attached cover page(s).

 

 

(iv)

Shared power to dispose or to direct the disposition of   

See the response(s) to Item 8 on the attached cover page(s).

 

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   o.

Not Applicable.

 

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 or Control Person

Not Applicable.

 

Item 8.

Identification and Classification of Members of the Group

(See Item 4)

 

11

 

Item 9.

Notice of Dissolution of Group

Not Applicable.

 

Item 10.

Certification

Not Applicable.

 

12

 

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.

 

Fox Paine & Company, LLC

 

 

 

 

By:

/s/ W. Dexter Paine, III

 

 

 

Name:

W. Dexter Paine, III

 

 

 

Title:

Member

 

 

 

 

 

 

 

 

Fox Paine Capital, LLC

 

 

 

 

 

 

 

 

By:

/ s/ W. Dexter Paine, III

 

 

 

Name:

W. Dexter Paine, III

 

 

 

Title:

Member

 

 

 

 

 

 

 

 

Fox Paine Capital Fund, L.P.

 

 

 

 

 

 

 

 

By:

Fox Paine Capital, LLC, its General Partner

 

 

 

 

 

 

 

 

By:

Fox Paine Capital Management, LLC,

 

 

 

 

its Manager

 

 

 

 

 

 

 

 

By:

s/ W. Dexter Paine, III

 

 

 

Name:

W. Dexter Paine, III

 

 

 

Title:

Member

 

 

 

 

 

 

 

 

FPC Investors, L.P.

 

 

 

 

 

 

 

 

By:

Fox Paine Capital, LLC, its General Partner

 

 

 

 

 

 

 

 

By:

Fox Paine Capital Management, LLC, its Manager

 

 

 

 

 

 

 

 

By:

s/ W. Dexter Paine, III

 

 

 

Name:

W. Dexter Paine, III

 

 

 

Title:

Member

 

13

 

 

 

 

WJ Coinvestment Fund I, LLC

 

 

 

 

 

 

 

 

By:

Fox Paine Capital, LLC, its Manager

 

 

 

 

 

 

 

 

By:

Fox Paine Capital Management, LLC, its Manager

 

 

 

 

 

 

 

 

By:

/s/ W. Dexter Paine, III

 

 

 

Name:

W. Dexter Paine, III

 

 

 

Title:

Member

 

 

 

 

 

 

 

 

WJ Coinvestment Fund III, LLC

 

 

 

 

 

 

 

 

By:

Fox Paine Capital, LLC, its Manager

 

 

 

 

 

 

 

 

By:

Fox Paine Capital Management, LLC, its Manager

 

 

 

 

 

 

 

 

By:

/s/  W. Dexter Paine, III

 

 

 

Name:

W. Dexter Paine, III

 

 

 

Title:

Member

 

 

 

 

 

 

 

 

WJ Coinvestment Fund IV, LLC

 

 

 

 

 

 

 

 

By:

Fox Paine Capital, LLC, its Manager

 

 

 

 

 

 

 

 

By:

Fox Paine Capital Management, LLC, its Manager

 

 

 

 

 

 

 

 

By:

/s/ W. Dexter Paine, III

 

 

 

Name:

W. Dexter Paine, III

 

 

 

Title:

Member

 

 

Dated:   February 3, 2004

 

14

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