-----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, DEbulBNmIck4sPlUvbpt2jJNP78luhEt/Zl4rUlrp0OyGK10OjjwmUoY0wHz/ke4 vZR3xX0e6a6m610pUdk3TQ== 0001144204-09-061596.txt : 20091123 0001144204-09-061596.hdr.sgml : 20091123 20091123172117 ACCESSION NUMBER: 0001144204-09-061596 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20091113 FILED AS OF DATE: 20091123 DATE AS OF CHANGE: 20091123 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Gatlin Ross CENTRAL INDEX KEY: 0001477244 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-26944 FILM NUMBER: 091202575 MAIL ADDRESS: STREET 1: 181 GRAND AVENUE, SUITE 201 CITY: SOUTHLAKE STATE: TX ZIP: 76092 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: SILICON STORAGE TECHNOLOGY INC CENTRAL INDEX KEY: 0000855906 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 770225590 STATE OF INCORPORATION: CA FISCAL YEAR END: 1228 BUSINESS ADDRESS: STREET 1: 1171 SONORA COURT CITY: SUNNYVALE STATE: CA ZIP: 94086 BUSINESS PHONE: 4087359110 MAIL ADDRESS: STREET 1: 1171 SONORA COURT CITY: SUNNYVALE STATE: CA ZIP: 94086 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Prophet Equity Management LLC CENTRAL INDEX KEY: 0001477228 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-26944 FILM NUMBER: 091202574 BUSINESS ADDRESS: STREET 1: 181 GRAND AVENUE, SUITE 201 CITY: SOUTHLAKE STATE: TX ZIP: 76092 BUSINESS PHONE: 817-898-1500 MAIL ADDRESS: STREET 1: 181 GRAND AVENUE, SUITE 201 CITY: SOUTHLAKE STATE: TX ZIP: 76092 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Prophet Equity Partners Holdings LLC CENTRAL INDEX KEY: 0001477229 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-26944 FILM NUMBER: 091202573 BUSINESS ADDRESS: STREET 1: 181 GRAND AVENUE, SUITE 201 CITY: SOUTHLAKE STATE: TX ZIP: 76092 BUSINESS PHONE: 817-898-1500 MAIL ADDRESS: STREET 1: 181 GRAND AVENUE, SUITE 201 CITY: SOUTHLAKE STATE: TX ZIP: 76092 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Prophet Equity Holdings LLC CENTRAL INDEX KEY: 0001477230 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-26944 FILM NUMBER: 091202571 BUSINESS ADDRESS: STREET 1: 181 GRAND AVENUE, SUITE 201 CITY: SOUTHLAKE STATE: TX ZIP: 76092 BUSINESS PHONE: 817-898-1500 MAIL ADDRESS: STREET 1: 181 GRAND AVENUE, SUITE 201 CITY: SOUTHLAKE STATE: TX ZIP: 76092 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Prophet Equity Partners LP CENTRAL INDEX KEY: 0001477231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-26944 FILM NUMBER: 091202572 BUSINESS ADDRESS: STREET 1: 181 GRAND AVENUE, SUITE 201 CITY: SOUTHLAKE STATE: TX ZIP: 76092 BUSINESS PHONE: 817-898-1500 MAIL ADDRESS: STREET 1: 181 GRAND AVENUE, SUITE 201 CITY: SOUTHLAKE STATE: TX ZIP: 76092 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Prophet Equity GP LP CENTRAL INDEX KEY: 0001477232 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-26944 FILM NUMBER: 091202570 BUSINESS ADDRESS: STREET 1: 181 GRAND AVENUE, SUITE 201 CITY: SOUTHLAKE STATE: TX ZIP: 76092 BUSINESS PHONE: 817-898-1500 MAIL ADDRESS: STREET 1: 181 GRAND AVENUE, SUITE 201 CITY: SOUTHLAKE STATE: TX ZIP: 76092 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Technology Resources Holdings, Inc. CENTRAL INDEX KEY: 0001477233 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-26944 FILM NUMBER: 091202568 BUSINESS ADDRESS: STREET 1: 181 GRAND AVENUE, SUITE 201 CITY: SOUTHLAKE STATE: TX ZIP: 76092 BUSINESS PHONE: 817-898-1500 MAIL ADDRESS: STREET 1: 181 GRAND AVENUE, SUITE 201 CITY: SOUTHLAKE STATE: TX ZIP: 76092 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Technology Resources Merger Sub, Inc. CENTRAL INDEX KEY: 0001477234 STATE OF INCORPORATION: CA FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-26944 FILM NUMBER: 091202567 BUSINESS ADDRESS: STREET 1: 181 GRAND AVENUE, SUITE 201 CITY: SOUTHLAKE STATE: TX ZIP: 76092 BUSINESS PHONE: 817-898-1500 MAIL ADDRESS: STREET 1: 181 GRAND AVENUE, SUITE 201 CITY: SOUTHLAKE STATE: TX ZIP: 76092 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Prophet Equity LP CENTRAL INDEX KEY: 0001477273 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-26944 FILM NUMBER: 091202569 BUSINESS ADDRESS: STREET 1: 181 GRAND AVENUE, SUITE 201 CITY: SOUTHLAKE STATE: TX ZIP: 76092 BUSINESS PHONE: 817-898-1500 MAIL ADDRESS: STREET 1: 181 GRAND AVENUE, SUITE 201 CITY: SOUTHLAKE STATE: TX ZIP: 76092 3 1 v167497_ex.xml X0203 3 2009-11-13 0 0000855906 SILICON STORAGE TECHNOLOGY INC SSTI 0001477244 Gatlin Ross 181 GRAND AVENUE, SUITE 201 SOUTHLAKE TX 76092 0 0 1 0 0001477228 Prophet Equity Management LLC 181 GRAND AVENUE, SUITE 201 SOUTHLAKE TX 76092 0 0 1 0 0001477229 Prophet Equity Partners Holdings LLC 181 GRAND AVENUE, SUITE 201 SOUTHLAKE TX 76092 0 0 1 0 0001477231 Prophet Equity Partners LP 181 GRAND AVENUE, SUITE 201 SOUTHLAKE TX 76092 0 0 1 0 0001477230 Prophet Equity Holdings LLC 181 GRAND AVENUE, SUITE 201 SOUTHLAKE TX 76092 0 0 1 0 0001477232 Prophet Equity GP LP 181 GRAND AVENUE, SUITE 201 SOUTHLAKE TX 76092 0 0 1 0 0001477273 Prophet Equity LP 181 GRAND AVENUE, SUITE 201 SOUTHLAKE TX 76092 0 0 1 0 0001477233 Technology Resources Holdings, Inc. 181 GRAND AVENUE, SUITE 201 SOUTHLAKE TX 76092 0 0 1 0 0001477234 Technology Resources Merger Sub, Inc. 181 GRAND AVENUE, SUITE 201 SOUTHLAKE TX 76092 0 0 1 0 Common Stock 12134054 I See Footnotes This Form 3 is being filed by Technology Resources Holdings, Inc. ("Parent"), Technology Resources Merger Sub, Inc. (the "Merger Sub"), Prophet Equity LP ("Prophet"), in its capacity as the sole shareholder of Parent, Prophet Equity GP LP ("PE GP"), in its capacity as general partner of Prophet, Prophet Equity Holdings LLC ("PE Holdings"), in its capacity as general partner of PE GP, Prophet Equity Partners LP ("PE Partners"), in its capacity as sole owner of PE Holdings, Prophet Equity Partners Holdings LLC ("PEP Holdings"), in its capacity as general partner of PE Partners, Prophet Equity Management LLC ("PE Management"), and Ross Gatlin, in his capacity as President, Secretary, and sole director of both Parent and Merger Sub and as the sole manager of PE Management, PE Holdings, and PEP Holdings (together with Parent, Merger Sub, Prophet, PE GP, PE Holdings, PE Partners, PEP Holdings and PE Management, the "Reporting Persons"). Information with respect to each Reporting Person is given solely by such Reporting Person, and no such Reporting Person assumes responsibility for the accuracy or completeness of information supplied by any other Reporting Person. The filing of this Form 3 shall not be construed as an admission that any such Reporting Person is the beneficial owner of any securities covered by this Form 3. On November 13, 2009, Merger Sub, Parent and Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement"), pursuant to which Merger Sub will be merged with and into the Issuer, with the Issuer continuing as the surviving corporation (the "Merger"). In connection with the Merger Agreement, Parent entered into voting agreements with certain stockholders of the Issuer holding in the aggregate approximately 12.7% of the Issuer's issued and outstanding Common Stock (the "Stockholders"). Pursuant to the voting agreements, each Stockholder agreed with Parent to vote their shares in favor of the Merger and against any other acquisition proposals, and further agreed to certain restrictions on the transfer of their shares. As a result of the voting agreements with the Stockholders, Parent and Merger Sub may be deemed to have acquired beneficial ownership of 12,134,054 shares of Common Stock, representing the shares of Common Stock subject to voting agreements as of November 13, 2009. Parent and Merger Sub have no pecuniary interest in such shares and expressly disclaim beneficial ownership of such shares. As a result of their direct or indirect relationship to Parent and Merger Sub, the other Reporting Persons may also be deemed to have acquired indirect beneficial ownership of such shares of Common Stock. The other Reporting Persons have no pecuniary interest in such shares and expressly disclaim beneficial ownership of such shares. TECHNOLOGY RESOURCES HOLDINGS, INC., BY: PROPHET EQUITY LP, its sole shareholder, BY: PROPHET EQUITY GP LP, its general partner, BY: PROPHET EQUITY HOLDINGS LLC, its general partner, /s/ Ross Gatlin, Ross Gatlin, Managing Partner 2009-11-23 TECHNOLOGY RESOURCES MERGER SUB, INC., BY: PROPHET EQUITY LP, its sole shareholder, BY: PROPHET EQUITY GP LP, its general partner, BY: PROPHET EQUITY HOLDINGS LLC, its general partner, /s/ Ross Gatlin, Ross Gatlin, Managing Partner 2009-11-23 PROPHET EQUITY LP, BY: PROPHET EQUITY GP LP, its general partner, BY: PROPHET EQUITY HOLDINGS LLC, its general partner, /s/ Ross Gatlin, Ross Gatlin, Managing Partner 2009-11-23 PROPHET EQUITY GP LP, By: PROPHET EQUITY HOLDINGS LLC, its general partner, /s/ Ross Gatlin, Ross Gatlin, Managing Partner 2009-11-23 PROPHET EQUITY HOLDINGS LLC, /s/ Ross Gatlin, Ross Gatlin, Managing Partner 2009-11-23 PROPHET EQUITY PARTNERS LP, By: PROPHET EQUITY PARTNERS HOLDINGS LLC, its general partner, /s/ Ross Gatlin, Ross Gatlin, Managing Partner 2009-11-23 PROPHET EQUITY PARTNERS HOLDINGS LLC, /s/ Ross Gatlin, Ross Gatlin, Managing Partner 2009-11-23 PROPHET EQUITY MANAGEMENT LLC, /s/ Ross Gatlin, Ross Gatlin, Managing Partner 2009-11-23 /s/ Ross Gatlin, Ross Gatlin, Individually 2009-11-23 -----END PRIVACY-ENHANCED MESSAGE-----