-----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, MO5vFWwwHPnPyrghxyooc7dMoTGctjh/pWfKojJcnt5J0sL2B5CT0jWaFRMkxgZ/ 5/ypYRkVtc6EixZKpgm6zQ== 0000919574-09-000113.txt : 20090105 0000919574-09-000113.hdr.sgml : 20090105 20090105164054 ACCESSION NUMBER: 0000919574-09-000113 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090105 DATE AS OF CHANGE: 20090105 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LEADIS TECHNOLOGY INC CENTRAL INDEX KEY: 0001130626 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 770547089 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80394 FILM NUMBER: 09505879 BUSINESS ADDRESS: STREET 1: 800 W. CALIFORNIA AVENUE STREET 2: SUITE 200 CITY: SUNNYVALE STATE: CA ZIP: 94086 BUSINESS PHONE: 408-331-8601 MAIL ADDRESS: STREET 1: 800 W. CALIFORNIA AVENUE STREET 2: SUITE 200 CITY: SUNNYVALE STATE: CA ZIP: 94086 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KETTLE HILL CAPITAL MANAGEMENT, LLC CENTRAL INDEX KEY: 0001387369 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 101 PARK AVENUE STREET 2: 23RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10178 BUSINESS PHONE: 212-251-3383 MAIL ADDRESS: STREET 1: 101 PARK AVENUE STREET 2: 23RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10178 SC 13D/A 1 d952513_13d-a.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ---------------- SCHEDULE 13D (Rule 13d-101) 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. 2) Leadis Technology, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $0.001 par value - -------------------------------------------------------------------------------- (Title of Class of Securities) 52171N103 - -------------------------------------------------------------------------------- (CUSIP Number) Andrew Y. Kurita c/o Kettle Hill Capital Management, LLC 101 Park Avenue 23rd Floor New York, NY 10178 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 31, 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 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [X]. CUSIP No. 52171N103 --------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Kettle Hill Capital Management, LLC 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [x] 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, United States NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 0 8. SHARED VOTING POWER 3,761,131 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 3,761,131 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,761,131 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.78% 14. TYPE OF REPORTING PERSON IA, OO CUSIP No. 52171N103 --------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Andrew Y. Kurita 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [x] 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 United States of America NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 29,767 8. SHARED VOTING POWER 3,761,131 9. SOLE DISPOSITIVE POWER 29,767 10. SHARED DISPOSITIVE POWER 3,761,131 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,790,898 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.88% 14. TYPE OF REPORTING PERSON IN, HC CUSIP No. 52171N103 --------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Kettle Hill Partners, LP 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [x] 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 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 0 8. SHARED VOTING POWER 1,521,390 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 1,521,390 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,521,390 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.17% 14. TYPE OF REPORTING PERSON PN CUSIP No. 52171N103 --------- - -------------------------------------------------------------------------------- Item 1. Security and Issuer. No material change from the Schedule 13D, Amendment No. 1, filed on November 17, 2008. - -------------------------------------------------------------------------------- Item 2. Identity and Background. No material change from the Schedule 13D, Amendment No. 1, filed on November 17, 2008. - -------------------------------------------------------------------------------- Item 3. Source and Amount of Funds or Other Consideration. As of the date hereof, Kettle Hill Capital Management, LLC may be deemed to beneficially own 3,761,131 Shares. As of the date hereof, Andrew Y. Kurita may be deemed to beneficially own 3,790,898 Shares. As of the date hereof, Kettle Hill Partners, LP be deemed to beneficially own 1,521,390 Shares. No borrowed funds were used to purchase the Shares, other than any borrowed funds used for working capital purposes in the ordinary course of business including leverage. - -------------------------------------------------------------------------------- Item 4. Purpose of Transaction. No material change from the Schedule 13D, Amendment No. 1, filed on November 17, 2008. - -------------------------------------------------------------------------------- Item 5. Interest in Securities of the Issuer. As of the date hereof, Kettle Hill Capital Management, LLC may be deemed to be the beneficial owner of 3,761,131 Shares, or 12.78% of the Shares of the Issuer, based upon the 29,422,920 Shares outstanding as of November 10, 2008, according to the Issuer's most recent Form 10-Q. Kettle Hill Capital Management, LLC has the sole power to vote or direct the vote of 0 Shares to which this filing relates. Kettle Hill Capital Management, LLC shares the power to vote or direct the vote of the 3,761,131 Shares to which this filing relates. Kettle Hill Capital Management, LLC has the sole power to dispose or direct the disposition of 0 Shares to which this filing relates. Kettle Hill Capital Management, LLC shares the power to dispose or direct the disposition of the 3,761,131 Shares to which this filing relates. Kettle Hill Capital Management, LLC specifically disclaims beneficial ownership in the Shares reported herein except to the extent of his pecuniary interest therein. The 3,761,131 Shares were acquired for investment purposes. Kettle Hill Capital Management, LLC and/or Kettle Hill Capital Management, LLC on behalf of the Clients may acquire additional Shares, dispose of all or some of these Shares from time to time, in each case purchased in a private transaction with the Issuer, block sales or purchases or otherwise, or may continue to hold the Shares. Moreover, Kettle Hill Capital Management, LLC may engage in any or all of the items discussed in Item 4 above. Andrew Y. Kurita shares the power to vote or direct the vote of the 3,761,131 Shares to which this filing relates. Andrew Y. Kurita has the sole power to vote or direct the vote of 29,767 Shares to which this filing relates. Andrew Y. Kurita shares the power to dispose or direct the disposition of the 3,761,131 Shares to which this filing relates. Andrew Y. Kurita has the sole power to dispose or direct the disposition of 29,767 Shares to which this filing relates. The 3,790,898 Shares, constituting 12.88% of the Shares of the Issuer, were acquired for investment purposes. Andrew Y. Kurita may acquire additional Shares, dispose of all or some of these Shares from time to time, in each case purchased in a private transaction with the Issuer, block sales or purchases or otherwise, or may continue to hold the Shares. Moreover, Andrew Y. Kurita may engage in any or all of the items discussed in Item 4 above. Kettle Hill Partners, LP has the sole power to vote or direct the vote of 0 Shares to which this filing relates. Kettle Hill Partners, LP shares the power to vote or direct the vote of the 1,521,390 Shares, or 5.17% of the Shares of the Issuer, to which this filing relates. Kettle Hill Partners, LP has the sole power to dispose or direct the disposition of 0 Shares to which this filing relates. Kettle Hill Partners, LP shares the power to dispose or direct the disposition of the 1,521,390 Shares to which this filing relates. Kettle Hill Partners, LP specifically disclaims beneficial ownership in the Shares reported herein except to the extent of his pecuniary interest therein. The 1,521,390 Shares were acquired for investment purposes. Kettle Hill Partners, LP on behalf of the Clients may acquire additional Shares, dispose of all or some of these Shares from time to time, in each case purchased in a private transaction with the Issuer, block sales or purchases or otherwise, or may continue to hold the Shares. Moreover, Kettle Hill Partners, LP may engage in any or all of the items discussed in Item 4 above. The trading dates, number of shares purchased and sold and price per share for all transactions in the Shares during the past 60 days by the Reporting Persons on behalf of the Clients are set forth in Exhibit B. - -------------------------------------------------------------------------------- Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. *The Reporting Persons do not have any contract, arrangement, understanding or relationship with any person with respect to the Shares. - -------------------------------------------------------------------------------- Item 7. Material to be Filed as Exhibits. Exhibit A: Joint Filing Agreement Exhibit B: Schedule of Transactions in the Shares of the Issuer 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. January 5, 2009 ---------------------------------------- (Date) Kettle Hill Capital Management, LLC* By: /s/ Andrew Y. Kurita ---------------------------------------- Name: Andrew Y. Kurita Title: Managing Member Kettle Hill Partners, LP* BY: /s/ Kettle Hill Capital, LLC, its general partner By: /s/ Andrew Y. Kurita ---------------------------------------- Name: Andrew Y. Kurita Title: Managing Member /s/ Andrew Y. Kurita* --------------------- Andrew Y. Kurita * The Reporting Persons specifically disclaim beneficial ownership in the Shares reported herein except to the extent of their pecuniary interests therein. Attention. Intentional misstatements or omissions of fact constitute federal criminal violations (see 18 U.S.C. 1001). Exhibit A AGREEMENT The undersigned agree that this Schedule 13D, Amendment No. 2, dated January 5, 2009 relating to the Common Stock, $0.001 par value of Leadis Technology, Inc. shall be filed on behalf of the undersigned. Kettle Hill Capital Management, LLC* By: /s/ Andrew Y. Kurita ---------------------------------------- Name: Andrew Y. Kurita Title: Managing Member Kettle Hill Partners, LP* BY: /s/ Kettle Hill Capital, LLC, its general partner By: /s/ Andrew Y. Kurita ---------------------------------------- Name: Andrew Y. Kurita Title: Managing Member By: /s/ Andrew Y. Kurita* ---------------------------------------- Name: Andrew Y. Kurita * The Reporting Persons disclaim beneficial ownership in the shares reported herein except to the extent of their pecuniary interest therein. Exhibit B Transactions in the Common Stock, $0.001 par value TRANSACTIONS BY KETTLE HILL CAPITAL MANAGEMENT, LLC Date of Number of Shares Price per Share Transaction Purchased/ (Sold) 12/8/2008 36,783 $.46 12/31/2008 606,103 $.33 12/31/2008 35,852 $.33 12/31/2008 (641,955) $.33 SK 21768 0001 952513 -----END PRIVACY-ENHANCED MESSAGE-----