-----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, F8k7MNslMwyA6HaL+VMt7MYbIWyQF8tCRADM01F716S47qTMoAItJ86ko3WqgPza 4G0wO9eHXJg7lTRR1rpJgg== 0000919574-10-001878.txt : 20100225 0000919574-10-001878.hdr.sgml : 20100225 20100225172328 ACCESSION NUMBER: 0000919574-10-001878 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20100225 DATE AS OF CHANGE: 20100225 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: OPTI INC CENTRAL INDEX KEY: 0000899297 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 770220697 STATE OF INCORPORATION: CA FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-43627 FILM NUMBER: 10634766 BUSINESS ADDRESS: STREET 1: 3430 WEST BAYSHORE ROAD STREET 2: SUITE 103 CITY: PALO ALTO STATE: CA ZIP: 94303 BUSINESS PHONE: 6502138550 MAIL ADDRESS: STREET 1: 3430 WEST BAYSHORE ROAD STREET 2: SUITE 103 CITY: PALO ALTO STATE: CA ZIP: 94303 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: S. MUOIO & CO. LLC CENTRAL INDEX KEY: 0001138996 IRS NUMBER: 133929210 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 509 MADISON AVE SUITE 406 CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-297-2555 MAIL ADDRESS: STREET 1: 509 MADISON AVENUE STREET 2: SUITE 406 CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: S MUOIO & CO LLC DATE OF NAME CHANGE: 20010420 SC 13D/A 1 d1076289_13da.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) OPTi, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, no par value per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 683960108 - -------------------------------------------------------------------------------- (CUSIP Number) Salvatore Muoio S. Muoio & Co. LLC c/o 509 Madison Avenue, Suite 406 New York, NY 10022 (212) 297-2555 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) February 24, 2010 - -------------------------------------------------------------------------------- (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]. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. The 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 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. 683960108 --------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) S. Muoio & Co. LLC 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X] 3. SEC USE ONLY 4. SOURCE OF FUNDS* AF, 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 0 8. SHARED VOTING POWER 2,467,734 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 2,467,734 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,467,734 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21.20% 14. TYPE OF REPORTING PERSON* OO *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 683960108 --------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Salvatore Muoio 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X] 3. SEC USE ONLY 4. SOURCE OF FUNDS* AF, 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 0 8. SHARED VOTING POWER 2,467,734 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 2,467,734 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,467,734 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21.20% 14. TYPE OF REPORTING PERSON* IN, HC *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 683960108 --------------------- ________________________________________________________________________________ Item 1. Security and Issuer. The name of the issuer is OPTi, Inc., a California corporation (the "Issuer"). The address of the Issuer's offices is 3430 W. Bayshore Road, Suite 103 Palo Alto, California. This Amendment 1 to Schedule 13D relates to the Issuer's Common Stock, no par value per share (the "Shares"). ________________________________________________________________________________ Item 2. Identity and Background. (a-c, f) This Amendment 1 to Schedule 13D is being filed jointly by (i) S. Muoio & Co. LLC, a Delaware limited liability company ("SMC") and (ii) Salvatore Muoio, a United States citizen (collectively, the "Reporting Persons"). The principal business address of the Reporting Persons is 509 Madison Avenue, Suite 406, New York, NY 10022. Salvatore Muoio is the managing member of SMC, an investment management firm that serves as the general partner and/or investment manager to a number of private investment vehicles and managed accounts. (d) Neither of the Reporting Persons, individually or collectively, has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) Neither of the Reporting Persons has, during the last five years, 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. SMC, the investment manager and general partner of a number of private investment vehicles and managed accounts, may be deemed to beneficially own the 2,467,734 Shares held by such entities. Salvatore Muoio, through his position as the managing member of SMC, is deemed to be the beneficial owner of the 2,467,734 Shares held by the private investment vehicles and managed accounts over which SMC exercises investment discretion. The funds for the purchase of the Shares beneficially owned by the Reporting Persons came from the respective funds of the private investment vehicles and managed accounts over which the Reporting Persons exercise investment discretion. No borrowed funds were used to purchase the Shares, other than any borrowed funds used for working capital purposes (including certain leverage arrangements) in the ordinary course of business. ________________________________________________________________________________ Item 4. Purpose of Transaction. The Reporting Persons have acquired their Shares of the Issuer for investment. The Reporting Persons evaluate their investment in the Shares on a continual basis. The Reporting Persons have no plans or proposals as of the date of this filing which relate to, or would result in, any of the actions enumerated in Item 4 of the instructions to Schedule 13D. The Reporting Persons reserve the right to effect transactions that would change the number of shares they may be deemed to beneficially own. The Reporting Persons further reserve the right to act in concert with any other shareholders of the Issuer, or other persons, for a common purpose should it determine best to do so. ________________________________________________________________________________ Item 5. Interest in Securities of the Issuer. S. MUOIO & CO. LLC ("SMC") - --------------------------- (a-e) As of the date hereof, SMC may be deemed to be the beneficial owner of 2,467,734 Shares or 21.20% of the Shares of the Issuer, based upon the 11,641,903 Shares outstanding as of January 31, 2010, according to the Issuer's most recent Form 10-Q. SMC has the sole power to vote or direct the vote of 0 Shares and the shared power to vote or direct the vote of 2,467,734 Shares to which this filing relates. SMC has the sole power to dispose or direct the disposition of 0 Shares and the shared power to dispose or direct the disposition of 2,467,734 Shares to which this filing relates. 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 SMC, and/or SMC on behalf of the private investment vehicles and managed accounts over which SMC has investment discretion, are set forth in Exhibit B and were all effected in broker transactions. The aforementioned Shares were acquired for investment purposes. SMC, and/or SMC on behalf of the private investment vehicles and managed accounts over which it has investment discretion, may acquire additional Shares, dispose of all or some of these Shares from time to time, in each case in open markets or private transactions, block sales or purchases or otherwise, or may continue to hold the Shares. SALVATORE MUOIO - --------------- (a-e) As of the date hereof, Salvatore Muoio may be deemed to be the beneficial owner of 2,467,734 Shares or 21.20% of the Shares of the Issuer, based upon the 11,641,903 Shares outstanding as of January 31, 2010, according to the Issuer's most recent Form 10-Q. Salvatore Muoio has the sole power to vote or direct the vote of 0 Shares and the shared power to vote or direct the vote of 2,467,734 Shares to which this filing relates. Salvatore Muoio has the sole power to dispose or direct the disposition of 0 Shares and the shared power to dispose or direct the disposition of 2,467,734 Shares to which this filing relates. 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 Salvatore Muoio and/or Salvatore Muoio, through SMC and on behalf of the private investment vehicles and managed accounts over which the Reporting Persons have investment discretion, are set forth in Exhibit B and were all effected in broker transactions. The aforementioned Shares were acquired for investment purposes. Salvatore Muoio and/or Salvatore Muoio on behalf of the private investment vehicles and managed accounts over which he and/or he through SMC has investment discretion, may acquire additional Shares, dispose of all or some of these Shares from time to time, in each case in open markets or private transactions, block sales or purchases or otherwise, or may continue to hold the Shares. ________________________________________________________________________________ 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. However, the Reporting Persons among themselves may be deemed to be a group as defined in Section 13d-3(b) and have filed this joint Schedule 13D accordingly. ________________________________________________________________________________ Item 7. Material to be Filed as Exhibits. A. An agreement relating to the filing of a joint statement as required by Rule 13d-1(f) under the Securities Exchange Act of 1934 is filed herewith as Exhibit A. B. Schedule of Transactions of the Issuer is filed herewith as Exhibit B ________________________________________________________________________________ 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. February 25, 2010 - ----------------------- (Date) S. Muoio & Co. LLC By: /s/ Salvatore Muoio - ------------------------------------- Name: Salvatore Muoio Title: Managing Member /s/ Salvatore Muoio - --------------------------- Salvatore Muoio 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 Amendment 1 to Schedule 13D dated February 25, 2010 relating to the Common Stock, no par value per share of OPTi, Inc. shall be filed on behalf of the undersigned. S. Muoio & Co. LLC By: /s/ Salvatore Muoio - ------------------------------------- Name: Salvatore Muoio Title: Managing Member /s/ Salvatore Muoio - --------------------------- Salvatore Muoio February 25, 2010 Exhibit B TRANSACTIONS DURING THE PAST 60 DAYS ------------------------------------ DATE OF TRANSACTION NUMBER PURCHASED/(SOLD) PRICE ($) 1/6/2010 4,300 $3.30 2/23/10 32,500 $4.06 2/24/10 100,500 $4.06 SK 01834 0003 1076289 -----END PRIVACY-ENHANCED MESSAGE-----