-----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, KzmfHgmPFGGcxyNWJA3TiL95XezIGaLlK+7soqSPjmwvDQyQ6onolq/ri+vqbeI6 YNeSA8W+h+Kzq1ZOFJE4XA== 0001193125-08-142997.txt : 20080630 0001193125-08-142997.hdr.sgml : 20080630 20080627193507 ACCESSION NUMBER: 0001193125-08-142997 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080630 DATE AS OF CHANGE: 20080627 GROUP MEMBERS: MARK NELSON AND DANA JOHNSON GROUP MEMBERS: MITHRAS CAPITAL, LP FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NELSON MARK CENTRAL INDEX KEY: 0001173485 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: BUSINESS PHONE: 7077388941 MAIL ADDRESS: STREET 1: 1481 SAGE CANYON ROAD CITY: ST. HELEN STATE: CA ZIP: 94574 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TRANSMETA CORP CENTRAL INDEX KEY: 0001001193 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 770402448 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-60817 FILM NUMBER: 08923868 BUSINESS ADDRESS: STREET 1: 3990 FREEDOM CIRCLE STREET 2: 415-413-1880 CITY: SANTA CLARA STATE: CA ZIP: 95054 BUSINESS PHONE: 4089193000 MAIL ADDRESS: STREET 1: 3990 FREEDOM CIRCLE CITY: SANTA CLARA STATE: CA ZIP: 95054 SC 13D/A 1 dsc13da.htm SCHEDULE 13D AMENDMENT NO. 1 Schedule 13D Amendment No. 1

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

SCHEDULE 13D

(Rule 13d-101)

 

(Amendment No. 1)

 

 

 

TRANSMETA CORPORATION

(Name of Issuer)

 

 

Common Stock, $.00001 Par Value

(Title of class of securities)

 

 

89376R109

(CUSIP number)

 

Mark Nelson

275 Long Ranch Road

St. Helena, CA 94574

(707) 738-8941

With a copy to:

Steven Della Rocca, Esq.

David Kurzweil, Esq.

Latham & Watkins

885 Third Avenue

New York, NY 10022-4834

(212) 906-1200

(Name, address and telephone number of person authorized to receive notices and communications)

 

 

June 17, 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  ¨.

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.

(Continued on following pages)

 

(Page 1 of 8 Pages)

CUSIP No. 89376R109   13D   Page 2 of 8

 

  1  

NAME OF REPORTING PERSON:

 

            Mark Nelson and Dana Johnson, Joint Tenants with the Right of Survivorship

    
  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:

(a)  x

(b)  ¨

    
  3  

SEC USE ONLY

 

    
  4  

SOURCE OF FUNDS:

 

            PF

    
  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):

 

   ¨
  6  

CITIZENSHIP OR PLACE OF ORGANIZATION:

 

            United States

    

NUMBER OF  

SHARES  

BENEFICIALLY  

OWNED BY  

EACH  

REPORTING  

PERSON  

WITH  

  

  7    SOLE VOTING POWER:

 

                593,118

 

  8    SHARED VOTING POWER:

 

                0

 

  9    SOLE DISPOSITIVE POWER:

 

                593,118

 

10    SHARED DISPOSITIVE POWER:

 

                0

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON:

 

            593,118*

    
12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:

 

   ¨
13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

 

            4.9% (based on the number of shares of Common Stock outstanding as of April 15, 2008)

    
14  

TYPE OF REPORTING PERSON:

 

            IN

    

 

* Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by Mark Nelson and Dana Johnson that they are the beneficial owners of any of the Common Stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed. 344,000 of such shares of common stock are owned by the Cantus Foundation (the “Foundation”), of which Mr. Nelson and Ms. Johnson are directors. The Foundation was created and funded solely by Mr. Nelson and Ms. Johnson. Mr. Nelson and Ms. Johnson have no direct pecuniary interest in the Foundation, but control the investment decisions of the Foundation. 249,118 of such shares of common stock are owned by Mithras Capital, LP (the “Partnership”), of which Mark Nelson and Dana Johnson, as trustees of the Mark Nelson and Dana Johnson Revocable Trust dated November 17, 2005, and Janet Pagano are the general partners.

 

(Page 2 of 8 Pages)

 

CUSIP No. 89376R109   13D   Page 3 of 8

 

  1  

NAME OF REPORTING PERSON:

 

            Mithras Capital, LP

    
  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:

(a)  x

(b)  ¨

    
  3  

SEC USE ONLY

 

    
  4  

SOURCE OF FUNDS:

 

            OO

    
  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):

 

   ¨
  6  

CITIZENSHIP OR PLACE OF ORGANIZATION:

 

            Delaware

    

NUMBER OF  

SHARES  

BENEFICIALLY  

OWNED BY  

EACH  

REPORTING  

PERSON  

WITH  

  

  7    SOLE VOTING POWER:

 

                249,118

 

  8    SHARED VOTING POWER:

 

                0

 

  9    SOLE DISPOSITIVE POWER:

 

                249,118

 

10    SHARED DISPOSITIVE POWER:

 

                0

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON:

 

            249,118

    
12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:

 

   ¨
13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

 

            2.1% (based on the number of shares of Common Stock outstanding as of April 15, 2008)

    
14  

TYPE OF REPORTING PERSON:

 

            PN

    
 

(Page 3 of 8 Pages)

 

 

Item 1. Security and Issuer

This Statement on Schedule 13D relates to the common stock, par value $0.00001 per share (the “Common Stock”), of Transmeta Corporation, a Delaware corporation (the “Issuer”). The principal executive offices of the Issuer are located at 2540 Mission College Boulevard, Santa Clara, CA 95054.

Item 2. Identity and Background

(a) This Statement on Schedule 13D is being filed jointly on behalf of the following persons (collectively, the “Reporting Persons”): (1) Mark Nelson on behalf of Mark Nelson and Dana Johnson and (2) the Partnership. The Reporting Persons are making this single, joint filing because they may be deemed to constitute a “group” within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended. The agreement among the Reporting Persons to file as a group (the “Joint Filing Agreement”) is attached hereto as Exhibit 1. The general partners of the Partnership are Mark Nelson and Dana Johnson, as trustees of the Mark Nelson and Dana Johnson Revocable Trust dated November 17, 2005, and Janet Pagano (the “General Partners”)

(b) The principal address of each of the Reporting Persons and the General Partners is 255 Long Ranch Road, St. Helena, CA 94574.

(c) Mark Nelson’s and the General Partners’ principal occupations are private investors. The Partnership’s principal business is investment in securities.

(d) and (e)

During the last five years, none of the Reporting Persons or General Partners has been: (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) 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.

(f) Each of Mark Nelson, Dana Johnson and Janet Pagano is a United States citizen. The Partnership is a Delaware limited partnership

Item 3. Source and Amount of Funds or Other Consideration.

Personal funds in the amount of $8,993,233.

Mark Nelson and Dana Johnson transferred an aggregate of 330,544 shares of the Common Stock on March 19, 2008 to the Partnership.

 

(Page 4 of 8 Pages)

 

 

Item 4. Purpose of Transaction

The shares of Common Stock purchased by the Reporting Persons have been acquired for investment purposes. The Reporting Persons believe the Common Stock represents an attractive investment opportunity at this time. The Reporting Persons may make additional purchases of Common Stock either in the open market or in private transactions, depending on the Reporting Persons’ evaluation of the Issuer’s business, prospects and financial condition, the market for the Common Stock, other opportunities available to the Reporting Persons, general economic conditions, money and stock market conditions, and other future developments.

Except as otherwise indicated in this Item 4, the Reporting Persons have no present plans or proposals with respect to the Issuer that relate to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D.

Item 5. Interest in Securities of the Issuer

(a) The Foundation owns 344,000 shares of Common Stock equivalent to approximately 2.8% of the Common Stock. The Partnership owns 249,118 shares of Common Stock equivalent to approximately 2.1% of the Common Stock

(b) Mark Nelson and Dana Johnson have the sole power to direct the vote of and sole power to direct the disposition of all shares owned by the Foundation and the Partnership.

(c) In addition to the transfer by Mark Nelson and Dana Johnson of 330,544 shares of the Common Stock on March 19, 2008 to the Partnership, the following transactions in the Common Stock were effected by the Reporting Persons, in the open market by individual purchases, during the past 60 days:

 

  (i) Purchase by the Partnership of 96,800 shares at $14.47 per share on June 13, 2008;

 

  (ii) Sale by the Partnership of 148,200 shares at $14.35 per share on June 13, 2008;

 

  (iii) Purchase by the Partnership of 16,500 shares at $14.27 per share on June 16, 2008;

 

  (iv) Sale by the Partnership of 35,000 shares at $14.29 per share on June 16, 2008;

 

  (v) Purchase by the Partnership of 26,200 shares at $14.28 per share on June 17, 2008;

 

  (vi) Sale by the Partnership of 28,291 shares at $14.28 per share on June 17, 2008;

 

(Page 5 of 8 Pages)

 

 

  (vii) Purchase by the Partnership of 1,300 shares at $14.17 per share on June 20, 2008;

 

  (viii) Sale by the Partnership of 10,735 shares at $14.12 per share on June 20, 2008.

(d) Not applicable.

(e) The Reporting Persons ceased to be the beneficial owner of more than five percent of the Common Stock on June 17, 2008.

Item 6. Contracts, Arrangements, Understandings or Relationships with respect to Securities of the Issuer

None.

Item 7. Materials to be Filed as Exhibits

(a) The Joint Filing Agreement.

 

(Page 6 of 8 Pages)

 

 

SIGNATURE

After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: June 26, 2008

 

/s/ Mark Nelson

Mark Nelson
Mithras Capital, LP
By:   Mark Nelson and Dana Johnson, as trustees of the Mark Nelson and Dana Johnson Revocable Trust dated November 17, 2005, as its General Partner
 

/s/ Mark Nelson

  Mark Nelson
 

/s/ Dana Johnson

  Dana Johnson

 

(Page 7 of 8 Pages)

 

 

JOINT FILING AGREEMENT

PURSUANT TO RULE 13d-1(k)(1)

The undersigned acknowledge and agree that the foregoing Statement on Schedule 13D with respect to the beneficial ownership by each of the undersigned of shares of Transmeta Corporation is filed jointly on behalf of each of the undersigned and that all subsequent amendments to the Statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. This joint filing agreement may be included as an exhibit to such joint filing. Each of the undersigned acknowledges that each shall be responsible for the timely filing of such amendments with respect to information concerning such undersigned reporting person, and for the completeness and accuracy of the information concerning such undersigned reporting person, contained therein, but shall not be responsible for the completeness and accuracy concerning the others, except to the extent that such reporting person knows or has reason to believe that such information is inaccurate. This agreement may be executed in any number of counterparts and all of such counterparts taken together shall constitute one and the same instrument.

Date: June 26, 2008

 

/s/ Mark Nelson

Mark Nelson

/s/ Dana Johnson

Dana Johnson
Mithras Capital, LP
By:   Mark Nelson and Dana Johnson, as trustees of the Mark Nelson and Dana Johnson Revocable Trust dated November 17, 2005, as its General Partner
 

/s/ Mark Nelson

  Mark Nelson
 

/s/ Dana Johnson

  Dana Johnson

 

(Page 8 of 8 Pages)

 

 

 -----END PRIVACY-ENHANCED MESSAGE-----