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1.
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Name
of Reporting Persons. I.R.S. Identification No(s). of above person(s)
(entities only)
Acquicor
Management LLC
20-3318905
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2.
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Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
o
(b)
o
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3.
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SEC
USE ONLY
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4.
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Source
of Funds (See Instructions)
PF
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5.
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Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or
2(e)
o
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6.
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Citizenship
or Place of Organization
DE
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Number
of
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7.
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Sole
Voting Power
2,330,756
1
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Shares
Beneficially
Owned
by
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8.
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Shared
Voting Power
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Each
Reporting
Person
With:
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9.
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Sole
Dispositive Power
2,330,756
1
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10.
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Shared
Dispositive Power
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
2,330,756
1
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12.
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
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13.
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Percent
of Class Represented by Amount in Row (11)
12.2%
2
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14.
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Type
of Reporting Person (See Instructions)
OO
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1
See
Items
5 and 6. The Context Funds, as hereinafter defined, purport to own all
shares
held by Acquicor Management LLC.
2
Percentage is calculated under applicable SEC regulations based on 19,031,276
shares of common stock outstanding as of February 4, 2008.
CUSIP
No. 47214E102
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1.
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Name
of Reporting Persons. I.R.S. Identification No(s). of above person(s)
(entities only)
Gilbert
F. Amelio
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2.
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Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
o
(b)
o
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3.
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SEC
USE ONLY
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4.
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Source
of Funds (See Instructions)
PF
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5.
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Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or
2(e)
o
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6.
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Citizenship
or Place of Organization
USA
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Number
of
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7.
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Sole
Voting Power
2,516,890
1
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Shares
Beneficially
Owned
by
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8.
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Shared
Voting Power
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Each
Reporting
Person
With:
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9.
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Sole
Dispositive Power
2,516,890
1
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10.
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Shared
Dispositive Power
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
2,516,890
1
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12.
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
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13.
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Percent
of Class Represented by Amount in Row (11)
13.2%
2
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14.
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Type
of Reporting Person (See Instructions)
IN
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1
Represents (i) 185,134 shares held directly by Dr. Amelio, (ii) 1,000 shares
held by Dr. Amelio’s wife and (iii) 2,330,756 shares held by Acquicor Management
LLC, of which the reporting person is the sole manager. Dr. Amelio has
sole
voting and dispositive power over the shares held by Acquicor Management
LLC.
Dr. Amelio disclaims beneficial ownership of the shares held by Acquicor
Management LLC except to the extent of his pecuniary interest therein.
See Items
5 and 6. The Context Funds purport to own all shares held by Acquicor Management
LLC.
2
Percentage
is calculated under applicable SEC regulations based on 19,031,276 shares
of
common stock outstanding as of February 4, 2008.
This
Amendment No. 3 ( “Amendment No. 3”) amends the Schedule 13D and its related
amendments previously filed by the reporting persons with the Securities and
Exchange Commission on March 20, 2007, September 14, 2007 and December 21,
2007,
respectively (together “Schedule 13D, as amended”). Amendment No. 3 makes
certain changes to Items 5, 6 and 7 and should be read in conjunction with
the
previously-filed Schedule 13D, as amended.
Item
5.
Interest
in Securities of the Issuer
Item
5 of
the previously-filed
Schedule
13D, as amended,
is
hereby
amended by replacing the entire text of Item 5 with the following:
AQR
Management beneficially owns
2,330,756
shares
of the Issuer’s Common Stock, or 12.2% of the Issuer’s Common Stock issued and
outstanding as of February 4, 2008. Dr. Amelio beneficially owns 2,516,890
shares of the Issuer’s Common Stock, or 13.2% of the Issuer’s Common Stock
issued and outstanding as of February 4, 2008, which includes (i) 185,134 shares
held directly by Dr. Amelio, (ii) 1,000 shares held by Dr. Amelio’s wife and
(iii) 2,330,756 shares held by Acquicor Management LLC, of which the reporting
person is the sole manager. Dr. Amelio has sole voting and dispositive power
over the shares held by Acquicor Management LLC. Dr. Amelio disclaims beneficial
ownership of the shares held by Acquicor Management LLC except to the extent
of
his pecuniary interest therein.
Since
September 4, 2007, AQR Management and Dr. Amelio have effected the following
transactions in the Issuer’s Common Stock:
·
On
September 4, 2007, AQR Management entered into a Consent with
Context
Opportunistic Master Fund, LP and Context Advantage Master Fund, LP (together
the “Context Funds”)
,
in
which the Context Funds agreed to allow AQR Management to sell back to the
Issuer 208,333 units at $3.90 per unit and 62,920 shares of Common Stock at
$2.98 per share. The price per unit or share, as applicable, was at a slight
discount to the most recent closing price of such security. The repurchase
from
AQR Management was conditioned on the entire sales proceeds being applied by
AQR
Management to pay interest, principal and associated fees on loans made to
AQR
Management by the Context Funds.
·
On
November 30, 2007, AQR Management entered into a Consent and Amendment to the
Note Purchase Agreements (the “Amendment”) with the Context Funds. Under the
terms of the Amendment, the Context Funds allowed AQR Management to sell
1,819,793 shares of the Issuer’s Common Stock back to the Issuer. The price per
share paid by the Issuer was the closing price of such security on November
30,
2007, the date agreement for the repurchase was reached. The repurchase of
shares from AQR Management was conditioned on the entire $3,839,763.23 sales
proceeds being applied by AQR Management to pay interest, principal and
associated fees on loans made to AQR Management, Dr. Clark and Mr. Kensey by
the
Context Funds. In addition, the Amendment allowed the lenders to sell shares,
subject to the terms of the Agreement, to maintain a minimum value of the
Issuer’s Common Stock pledged as collateral under the Note Purchase Agreements
of at least 130% of the outstanding aggregate principal amount of the loans.
·
On
December 17, 2007, the Issuer granted Dr. Amelio 266,667 shares of Common Stock
based on the
attainment
of certain quantitative and qualitative performance goals during
2007
.
Upon
issuance, Dr. Amelio surrendered 86,533 shares in respect of withholding
obligations, for a net issuance of 180,134.
·
On
January 29, 2008, AQR Management received a letter on behalf of the Context
Funds stating that the value of the pledged shares had dropped below 130% of
the
value of the outstanding notes and purporting that the Context Funds had
foreclosed on the pledged shares. AQR Management intends to pursue its available
legal rights and remedies regarding the foreclosure.
·
On
February 5, 2008, the Context Funds filed a Schedule 13G claiming beneficial
ownership to the Issuer’s Common Stock held by AQR Management.
Item
6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of Issuer
Item
6 of
the previously-filed Schedule 13D, as amended, is hereby amended by replacing
the entire text of Item 6 with the following:
Prior
to
the Issuer’s initial public offering, the Issuer issued 6,250,000 shares to AQR
Management. Prior to the Issuer’s special meeting of stockholders held to vote
on the acquisition of Jazz, AQR Management and the Issuer agreed that if the
acquisition were approved at the special meeting and actually closed, the Issuer
would redeem 1,669,759 shares, for a price of $0.0047 per share, promptly after
the closing of the acquisition. Such redemption occurred on February 16,
2007.
AQR
Management is a party to a registration rights agreement with the Issuer
pursuant to which the holders of a majority of the shares held by the
stockholders party to the registration rights agreement can cause the Issuer
to
register all or a portion of the Issuer’s shares held by them beginning three
months before the date on which any lock-up period applicable to such shares
expires. In addition, these stockholders have certain “piggy-back” registration
rights on registration statements filed subsequent to such date. The Issuer
will
bear the expenses incurred in connection with the filing of any such
registration statements.
All
of
the shares of Common Stock outstanding immediately prior to the Issuer’s initial
public offering, including the shares of Common Stock purchased by AQR
Management, are subject to lock-up agreements with the Issuer and ThinkEquity
Partners LLC (“TEP”), the representative of the underwriters in the Issuer’s
initial public offering, restricting the sale of such securities. On February
14, 2007, TEP consented to the pledging of AQR Management’s shares in the Issuer
as collateral pursuant to the Note Purchase Agreements so long as the pledged
shares remained subject to the lock-up restrictions. Similarly, on September
4,
2007, TEP consented to the repurchase by the Issuer of shares held by AQR
Management so long as the entire sales proceeds were applied by AQR Management
to pay interest, principal and associated fees on loans made to AQR Management
by the Context Funds. All remaining Issuer’s shares held by AQR Management
remain subject to the lock-up restrictions and will be released from such
restrictions on March 15, 2009.
AQR
Management has pledged all of its shares of Common Stock as collateral for
the
Note Purchase Agreements.
On
September 4, 2007, AQR Management entered into a Consent with the Context Funds,
in which the Context Funds agreed to allow AQR Management to sell back to the
Issuer 208,333 units at $3.90 per unit and 62,920 shares of Common Stock at
$2.98 per share. The price per unit or share, as applicable, was at a slight
discount to the most recent closing price of such security. The repurchase
from
AQR Management was conditioned on the entire sales proceeds being applied by
AQR
Management to pay interest, principal and associated fees on loans made to
AQR
Management by the Context Funds.
On
November 30, 2007, AQR Management entered into the Amendment with the Context
Funds. Under the terms of the Amendment, the Context Funds allowed AQR
Management to sell 1,819,793 shares of the Issuer’s Common Stock back to the
Issuer. The price per share paid by the Issuer was the closing price of such
security on November 30, 2007, the date agreement for the repurchase was
reached. The repurchase of shares from AQR Management was conditioned on the
entire $3,839,763.23 sales proceeds being applied by AQR Management to pay
interest, principal and associated fees on loans made to AQR Management, Dr.
Clark and Mr. Kensey by the Context Funds. In addition, the Amendment allowed
the lenders to sell shares, subject to the terms of the Agreement, to maintain
a
minimum value of the Issuer’s Common Stock pledged as collateral under the Note
Purchase Agreements of at least 130% of the outstanding aggregate principal
amount of the loans.
On
January 29, 2008, AQR Management received a letter on behalf of the Context
Funds stating that the value of the pledged shares had dropped below 130% of
the
value of the outstanding notes and purporting that the Context Funds had
foreclosed on the pledged shares.
AQR
Management intends to pursue its available legal rights and remedies regarding
the foreclosure.
On
February 5, 2008, the Context Funds filed a Schedule 13G claiming beneficial
ownership to the Issuer’s Common Stock held by AQR Management.
Item
7.
Material
to Be Filed as Exhibits
Item
7 of
the previously-filed Schedule 13D, as amended, is hereby amended by replacing
the entire text of Item 7 with the following:
Exhibit
99.1 Form of Registration Rights Agreement entered into by the Issuer and
certain of its stockholders
(included
as Exhibit 10.6 to Issuer’s Registration Statement on Form S-1, as amended
(Registration No.
333-128058),
and incorporated herein by reference.
Exhibit
99.2 Form of Lock-up Agreement among the Issuer, the Representative and certain
of the Issuer’s stockholders
(included
as Exhibit 10.3 to Issuer’s Registration Statement on Form S-1, as amended
(Registration No.
333-128058),
and incorporated herein by reference.
Exhibit
99.3 Private Placement Unit Purchase Agreement among the Issuer, the
Representative and certain of the Issuer’s stockholders
(included
as Exhibit 10.7 to Issuer’s Registration Statement on Form S-1, as amended
(Registration No.
333-128058),
and incorporated herein by reference.
Exhibit
99.4 Redemption Agreement among the Issuer and certain of the Issuer’s
stockholders dated February 16, 2007.*
Exhibit
99.5 Note Purchase Agreement between Acquicor Management LLC and
Context
Advantage Master Fund, LP
dated
February 14, 2007.*
Exhibit
99.6 Note Purchase Agreement between Acquicor Management LLC and
Context
Opportunistic Master Fund, LP
dated
February 14, 2007.*
Exhibit
99.7 Promissory Note issued by Acquicor Management LLC to
Context
Advantage Master Fund, LP
dated
February 21, 2007.*
Exhibit
99.8 Promissory Note issued by Acquicor Management LLC to C
ontext
Opportunistic Master Fund, LP
dated
February 21, 2007.*
Exhibit
99.9
Consent
between Issuer and
ThinkEquity
Partners LLC dated February 14, 2007.*
Exhibit
99.10 Consent among Acquicor Management LLC,
Context
Advantage Master Fund, LP and
C
ontext
Opportunistic Master Fund, LP dated September 4, 2007.
Exhibit
99.11 Consent between Issuer and
ThinkEquity
Partners LLC dated September 4, 2007.
Exhibit
99.12 Consent and Amendment to Note Purchase Agreement among Acquicor Management
LLC,
Context
Advantage Master Fund, LP and
C
ontext
Opportunistic Master Fund, LP dated November 30, 2007.
_____________________
*
Incorporated by reference to Schedule 13D filed with the Securities and Exchange
Commission on March 20, 2007.
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.
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February
8, 2008
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Date
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/s/
Gilbert F. Amelio
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Signature
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Gilbert
F. Amelio
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Name/Title
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Acquicor
Management LLC
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By:
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/s/
Gilbert F. Amelio
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Name:
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Gilbert
F. Amelio
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Title:
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Sole
Manager
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