-----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, F+5CcQEhtkvgqrBOSkIPovNWwhH7y6Cmq5JvI+44NzivMUiM/cSz+qHXJEpQbzg1 boaFGQdk4gIP7ZxXqNI4EA== 0001323953-08-000010.txt : 20080421 0001323953-08-000010.hdr.sgml : 20080421 20080421103924 ACCESSION NUMBER: 0001323953-08-000010 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080421 DATE AS OF CHANGE: 20080421 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AEHR TEST SYSTEMS CENTRAL INDEX KEY: 0001040470 STANDARD INDUSTRIAL CLASSIFICATION: INSTRUMENTS FOR MEAS & TESTING OF ELECTRICITY & ELEC SIGNALS [3825] IRS NUMBER: 942424084 STATE OF INCORPORATION: CA FISCAL YEAR END: 1205 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-52329 FILM NUMBER: 08765871 BUSINESS ADDRESS: STREET 1: 400 KATO TERRACE CITY: FREMONT STATE: CA ZIP: 94539 BUSINESS PHONE: 5106239400 MAIL ADDRESS: STREET 1: 400 KATO TERRACE CITY: FREMONT STATE: CA ZIP: 94539 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RGM Capital, LLC CENTRAL INDEX KEY: 0001323953 IRS NUMBER: 061685711 STATE OF INCORPORATION: DE FISCAL YEAR END: 1204 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 6621 WILLOW PARK DRIVE STREET 2: SUITE ONE CITY: NAPLES STATE: FL ZIP: 34109 BUSINESS PHONE: 239-593-1280 MAIL ADDRESS: STREET 1: 6621 WILLOW PARK DRIVE STREET 2: SUITE ONE CITY: NAPLES STATE: FL ZIP: 34109 SC 13D/A 1 rgmaehr13da4.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D 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.4)(1) Aehr Test Systems - ------------------------------------------------ (Name of Issuer) Common Stock, $0.01 Par Value - ------------------------------------------------ (Title of Class of Securities) 00760J108 - ------------------------------------------------ (CUSIP Number) Robert G. Moses RGM Capital, LLC 6621 Willow Park Drive Suite One Naples, FL 34109 (239)-593-1280 - ------------------------------------------------ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) April 11, 2008 - ------------------------------------------------ (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 Rule 240.13d-1(b)(e), 240.13d-1(f) or 240.13d-1(g) check the following box [ ]. (1) 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. This 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). CUSIP NO. 00760J108 - ---------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON/S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only) RGM Capital, LLC - ----------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] - ----------------------------------------------------------------------------- 3. SEC USE ONLY - ----------------------------------------------------------------------------- 4. SOURCE OF FUNDS* WC* - ----------------------------------------------------------------------------- 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 - ----------------------------------------------------------------------------- 7. SOLE VOTING POWER 0 NUMBER OF ---------------------------------------------------------- SHARES 8. SHARED VOTING POWER BENEFICIALLY 618,220** OWNED BY EACH ---------------------------------------------------------- PERSON WITH 9. SOLE DISPOSITIVE POWER 0 ---------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 618,220** - ----------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 618,220** - ----------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ----------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.59% - ----------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON 00 (LLC) - ----------------------------------------------------------------------------- *See Item 3 **See Item 2 and 5 CUSIP NO. 00760J108 - ----------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON/S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only) Robert G. Moses - --------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] - ----------------------------------------------------------------------------- 3. SEC USE ONLY - --------------------------------------------------------------------------- 4. SOURCE OF FUNDS* 00* - ----------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ----------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION United States - ----------------------------------------------------------------------------- 7. SOLE VOTING POWER 0 NUMBER OF ---------------------------------------------------------- SHARES 8. SHARED VOTING POWER BENEFICIALLY 641,520** OWNED BY EACH ---------------------------------------------------------- PERSON WITH 9. SOLE DISPOSITIVE POWER 0 ---------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 641,520** - ----------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 641,520** - ----------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ----------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.87% - ----------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON IN - ----------------------------------------------------------------------------- *See Item 3 **See Item 2 and 5 CUSIP NO. 00760J108 - ----------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON/S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only) RGM Value Opportunity Fund II, LP - --------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] - ----------------------------------------------------------------------------- 3. SEC USE ONLY - --------------------------------------------------------------------------- 4. SOURCE OF FUNDS* 00* - ----------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ----------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION United States - ----------------------------------------------------------------------------- 7. SOLE VOTING POWER 0 NUMBER OF ---------------------------------------------------------- SHARES 8. SHARED VOTING POWER BENEFICIALLY 360,653** OWNED BY EACH ---------------------------------------------------------- PERSON WITH 9. SOLE DISPOSITIVE POWER 0 ---------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 360,653** - ----------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 360,653** - ----------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ----------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.43% - ----------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON IN - ----------------------------------------------------------------------------- *See Item 3 **See Item 2 and 5 ITEM 1. SECURITY AND ISSUER. This Schedule 13D relates to the common stock, $0.01 par value per share (the "Common Stock"), of Aehr Test Systems, a California corporation (the "Issuer"). The address of the principal executive offices of the Issuer is 400 Kato Terrace, Fremont, CA 94539. ITEM 2. IDENTITY AND BACKGROUND. (a-c, f) This Statement is filed jointly by RGM Capital, LLC ("RGM Capital"), RGM Value Opportunity Fund II, LP ("RGM Fund II"), and Robert G. Moses (together, the "Reporting Persons"). RGM Capital, a registered investment advisor, serves as investment manager to and has voting and investment discretion over private investment funds and a separately managed account. Specifically, RGM Capital acts as investment manager to RGM Fund II. Robert G. Moses is the managing member of RGM Capital, LLC. Robert G. Moses also manages several accounts for the benefit of certain family members (collectively the "Accounts"). The Reporting Persons' principal business address is located at 6621 Willow Park Drive, Suite One, Naples, FL 34109. (d-e) Neither RGM Capital, LLC nor Mr. Moses have during the past five years been convicted of any criminal proceeding, nor been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The source of funds used to purchase the securities reported herein was the working capital of private investment funds and a separately managed account over which the reporting persons have investment discretion, and the personal funds of certain family members of Robert G. Moses. The aggregate funds used by the Reporting Persons to make the purchases was $3,006,320, including commissions. ITEM 4. PURPOSE OF TRANSACTION. The securities reported herein were acquired for, and are being held for, investment purposes by the Reporting Persons on behalf of private investment funds, a separately managed account, and the Accounts. The acquisitions of the securities reported herein were made in the ordinary course of the Reporting Persons' business. The Reporting Persons will take such future actions with respect to the securities reported herein as the Reporting Persons may deem appropriate in light of the circumstances existing, from time to time, which may include further acquisitions of shares of Common Stock or disposal of some or all of the shares of Common Stock currently owned by the Reporting Persons or otherwise acquired by the Reporting Persons. In addition, the Reporting Persons may engage in communications with one or more shareholders, officers or directors of the Issuer, including discussions regarding the Issuer's operations and strategic direction that, if effected, could result in, among other things: (a) the acquisition by the Reporting Persons of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill vacancies on the board; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer's business or corporate structure; (g) changes in the Issuer's charter, by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an interdealer quotation system of a registered national securities association; (i) a class of equity securities of the issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or (j) any action similar to any of those enumerated above. Except to the extent that the foregoing may be deemed to be a plan or proposal, the Reporting Persons does not currently have any plans or proposals that relate to or would result in any of the actions specified in clause (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons reserves the right, based on all relevant factors and subject to applicable law, at any time and from time to time, to review or reconsider their position, change their purpose, take other actions (including actions that could involve one or more of the types of transactions or have one or more of the results described in paragraphs (a) through (j) of Item 4 of the Schedule 13D) or formulate and implement plans or proposal with respect to any of the foregoing. Any future decision of the Reporting Persons to take any such actions with respect to the Issuer or its securities will take into account various factors, including the prospects of the Issuer, general market and economic conditions and other deemed relevant. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a-b). As of the date hereof, RGM Capital, LLC may be deemed the beneficial owner of 618,220 shares of Issuer Common Stock, representing approximately 7.59% of the Issuer's outstanding Common Stock based upon the 8,146,995 outstanding shares of Common Stock as reported in the Issuer's Form 10-Q for the quarter period ended February 29, 2008. RGM Capital shares the power to vote or direct the vote of 618,220 Shares to which this filing relates. RGM Capital has the sole power to vote or direct the vote of 0 Shares to which this filing relates. RGM Capital shares the power to dispose or direct the disposition of 618,220 shares to which this filing relates. RGM Capital has the sole power to dispose or direct the disposition of 0 shares to which this filing relates. (a-b). As of the date hereof, Robert G. Moses may be deemed the beneficial owner of 641,520 shares of Issuer Common Stock, representing approximately 7.87% of the Issuer's outstanding Common Stock based upon 8,146,995 outstanding shares of Common Stock as reported in the Issuer's Form 10-Q for the quarter period ended February 29, 2008. Robert G. Moses shares the power to vote or direct the vote of 641,520 Shares to which this filing relates. Robert G. Moses has the sole power to vote or direct the vote of 0 Shares to which this filing relates. Robert G. Moses shares the power to dispose or direct the disposition of 641,520 shares to which this filing relates. Robert G. Moses has the sole power to dispose or direct the disposition of 0 shares to which this filing relates. (a-b). As of the date hereof, RGM Fund II may be deemed the beneficial owner of 360,653 shares of Issuer Common Stock, representing approximately 4.43% of the Issuer's outstanding Common Stock based upon 8,146,995 outstanding shares of Common Stock as reported in the Issuer's Form 10-Q for the quarter period ended February 29, 2008. RGM Fund II shares the power to vote or direct the vote of 360,653 Shares to which this filing relates. RGM Fund II has the sole power to vote or direct the vote of 0 Shares to which this filing relates. RGM Fund II shares the power to dispose or direct the disposition of 360,653 shares to which this filing relates. RGM Fund II has the sole power to dispose or direct the disposition of 0 shares to which this filing relates. (c) The following transactions in the Issuer's Common Stock were effected by the Reporting Person since the date of the last Schedule 13d report of the Reporting Person with respect to the Issuer. All of such transactions represent open market transactions. Sales by RGM Capital, LLC: Trade Date Shares Price/Share 02/27/2008 25,000 $8.0395 02/28/2008 600 $7.9667 03/25/2008 3,260 $7.2101 03/26/2008 10,000 $7.9000 03/27/2008 15,000 $8.1233 04/01/2008 25,000 $8.5297 04/03/2008 8,800 $7.8750 04/07/2008 10,000 $9.1476 04/10/2008 1,224 $9.0500 04/14/2008 100 $8.7500 04/16/2008 20,000 $8.6212 04/18/2008 9.960 $8.8500 Sales by RGM Value Opportunity Fund II, LP Trade Date Shares Price/Share 02/27/2008 20,467 $8.0395 02/28/2008 476 $7.9667 03/25/2008 1,724 $7.2101 03/26/2008 8,015 $7.9000 03/27/2008 11,168 $8.1233 04/01/2008 20,133 $8.5297 04/03/2008 3,000 $7.8750 04/07/2008 1,000 $9.1476 04/10/2008 1,156 $9.0500 04/14/2008 100 $8.7500 04/16/2008 19,015 $8.6212 04/18/2008 9.960 $8.8500 (d-e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER Neither of the Reporting Persons have any contract, arrangement, understanding or relationship with any person with respect to the Common Stock. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Exhibit A - Joint Filing Agreement 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. April 21, 2008 ---------------------------------------- (Date) RGM Capital, LLC By: /s/ Robert G. Moses -------------------------------------- Robert G. Moses, Managing Member /s/ Robert G. Moses -------------------------------------- Robert G. Moses Exhibit A AGREEMENT The undersigned agree that this Schedule 13D dated April 11, 2008, relating to the Common Stock, $.01 par value, of Aehr Test Systems shall be filed on behalf of the undersigned. April 21, 2008 ---------------------------------------- (Date) RGM Capital, LLC By: /s/ Robert G. Moses -------------------------------------- Robert G. Moses, Managing Member /s/ Robert G. Moses -------------------------------------- Robert G. Moses -----END PRIVACY-ENHANCED MESSAGE-----