0000921895-12-000623.txt : 20120328 0000921895-12-000623.hdr.sgml : 20120328 20120328172528 ACCESSION NUMBER: 0000921895-12-000623 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120328 DATE AS OF CHANGE: 20120328 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SIGMA DESIGNS INC CENTRAL INDEX KEY: 0000790715 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 942848099 STATE OF INCORPORATION: CA FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-37977 FILM NUMBER: 12721590 BUSINESS ADDRESS: STREET 1: 1778 MCCARTHY BLVD. CITY: MILPITAS STATE: CA ZIP: 95035 BUSINESS PHONE: 4082629003 MAIL ADDRESS: STREET 1: 1778 MCCARTHY BLVD. CITY: MILPITAS STATE: CA ZIP: 95035 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: POTOMAC CAPITAL MANAGEMENT LLC CENTRAL INDEX KEY: 0001233369 IRS NUMBER: 133984298 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 825 THIRD AVENUE STREET 2: 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2125215115 MAIL ADDRESS: STREET 1: 825 THIRD AVENUE STREET 2: 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 sc13da108679003_03282012.htm AMENDMENT NO. 1 TO THE SCHEDULE 13D sc13da108679003_03282012.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)

(Amendment No. 1)1

Sigma Designs, Inc.
(Name of Issuer)

Common Stock, no par value
(Title of Class of Securities)

826565103
(CUSIP Number)
 
Paul J. Solit
POTOMAC CAPITAL MANAGEMENT LLC
825 Third Avenue, 33rd Floor
New York, New York 10022

With copies to:

STEVEN WOLOSKY, ESQ.
OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
Park Avenue Tower
65 East 55th Street
New York, New York 10022
(212) 451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

March 28, 2012
(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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-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 § 240.13d-7 for other parties to whom copies are to be sent.


_______________
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.

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 (“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. 826565103
 
1
NAME OF REPORTING PERSON
 
POTOMAC CAPITAL PARTNERS III, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC, 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
 
- 0 -
8
SHARED VOTING POWER
 
1,379,170
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
1,379,170
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,379,170
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
4.3%
14
TYPE OF REPORTING PERSON
 
PN

 
2
 
CUSIP NO. 826565103
 
1
NAME OF REPORTING PERSON
 
POTOMAC CAPITAL MANAGEMENT III, L.L.C.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
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
 
- 0 -
8
SHARED VOTING POWER
 
1,379,170
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
1,379,170
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,379,170
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
4.3%
14
TYPE OF REPORTING PERSON
 
OO

 
3
 
CUSIP NO. 826565103
 
1
NAME OF REPORTING PERSON
 
POTOMAC CAPITAL PARTNERS L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
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
 
- 0 -
8
SHARED VOTING POWER
 
444,973
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
444,973
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
444,973
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.4%
14
TYPE OF REPORTING PERSON
 
PN

 
4
 
CUSIP NO. 826565103
 
1
NAME OF REPORTING PERSON
 
POTOMAC CAPITAL MANAGEMENT, L.L.C.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
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
 
- 0 -
8
SHARED VOTING POWER
 
444,973
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
444,973
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
444,973
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.4%
14
TYPE OF REPORTING PERSON
 
OO

 
5
 
CUSIP NO. 826565103
 
1
NAME OF REPORTING PERSON
 
PAUL J. SOLIT
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
1,824,143
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
1,824,143
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,824,143
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
5.7%
14
TYPE OF REPORTING PERSON
 
IN

 
6
 
CUSIP NO. 826565103
 
1
NAME OF REPORTING PERSON
 
ERIC SINGER
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF, 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
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
45,000
8
SHARED VOTING POWER
 
1,379,170
9
SOLE DISPOSITIVE POWER
 
45,000
10
SHARED DISPOSITIVE POWER
 
1,379,170
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,424,170
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
4.4%
14
TYPE OF REPORTING PERSON
 
IN

 
7
 
CUSIP NO. 826565103
 
The following constitutes Amendment No. 1 to the Schedule 13D filed by the undersigned (“Amendment No. 1”).  This Amendment No. 1 amends the Schedule 13D as specifically set forth.

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

Item 3 is hereby amended and restated to read as follows:

The aggregate purchase price of the 1,379,170 Shares owned directly by PCP III is approximately $7,114,576, including brokerage commissions.  Of the 1,379,170 Shares owned directly by PCP III, 373,700 Shares were contributed by limited partners to PCP III pursuant to its limited partnership agreement and 1,005,470 Shares were acquired with its working capital.

The aggregate purchase price of the 444,973 Shares owned directly by PCP is approximately $2,526,298, including brokerage commissions.  The Shares owned directly by PCP were acquired with its working capital.

PCP III and PCP each effect purchases of securities primarily through margin accounts maintained for them with prime brokers, which may extend margin credit to them as and when required to open or carry positions in the margin accounts, subject to applicable federal margin regulations, stock exchange rules and the prime brokers’ credit policies.  In such instances, the positions held in the margin accounts are pledged as collateral security for the repayment of debit balances in the accounts.
 
The aggregate purchase price of the 45,000 Shares owned directly by Mr. Singer is approximately $248,975.  Such Shares were acquired with personal funds.
 
 
Item 4.
Purpose of Transaction.

Item 4 is hereby amended to add the following:
 
The Reporting Persons have had, and intended to continue to engage in discussions with management and the Board of the Issuer seeking to reach an agreement with the Issuer relating to Board representation.  If these discussions do not result in a resolution prior to the deadline for shareholder submission of a notice of nomination of director nominees for election to the Board at the Issuer’s 2012 Annual Meeting of shareholders (including any other meeting of shareholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof, the “Annual Meeting”) the Reporting Persons currently intend to timely submit such notice pursuant to the Issuer’s Amended and Restated By-Laws for Board representation.
 
 
Item 5.
Interest in Securities of the Issuer.

Items 5(a) - (c) are hereby amended and restated to read as follows:
 
 (a)           The aggregate percentage of Shares reported owned by each Reporting Person is based upon 32,227,881 Shares outstanding, which is the total number of Shares outstanding as of November 30, 2011, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 8, 2011.

As of the close of business on March 28, 2012, PCP III beneficially owned 1,379,170 Shares, constituting approximately 4.3% of the Shares outstanding.  By virtue of their relationships with PCP III discussed in further detail in Item 2, each of Potomac Management III and Messrs. Solit and Singer may be deemed to beneficially own the Shares beneficially owned by PCP III.
 
 
8
 
CUSIP NO. 826565103
 
As of the close of business on March 28, 2012, PCP beneficially owned 444,973 Shares, constituting approximately 1.4% of the Shares outstanding.  By virtue of their relationships with PCP discussed in further detail in Item 2, each of Potomac Management and Mr. Solit may be deemed to beneficially own the Shares beneficially owned by PCP.
 
As of the close of business on March 28, 2012, Mr. Singer directly owned 45,000 Shares, constituting less than 1% of the Shares outstanding.
 
Each of the Reporting Persons, as a member of a “group” with the other Reporting Persons for purposes of Rule 13d-5(b)(1) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), may be deemed to beneficially own the Shares owned by the other Reporting Persons.  The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Exchange Act, the beneficial owners of any Shares he or it does not directly own.  Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that are not directly owned by such Reporting Person, except to the extent of their pecuniary interest therein.
 
(b)           PCP III, Potomac Management III and Messrs. Solit and Singer share the power to vote and dispose of the Shares beneficially owned by PCP III.  PCP, Potomac Management and Mr. Solit share the power to vote and dispose of the Shares beneficially owned by PCP.  Mr. Singer has the sole power to vote and dispose of the Shares directly owned by Mr. Singer.
 
(c)           Schedule A annexed hereto lists all transactions in the Shares by the Reporting Persons since the filing of the Schedule 13D.  All of such transactions were effected in the open market.
 
 
9
 
CUSIP NO. 826565103
 
SIGNATURES

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

Dated: March 28, 2012
POTOMAC CAPITAL PARTNERS III, L.P.
   
 
By:
Potomac Capital Management III, L.L.C.
   
General Partner
   
 
By:
/s/ Paul J. Solit
 
Name:
Paul J. Solit
 
Title:
Co-Managing Member


 
POTOMAC CAPITAL MANAGEMENT III, L.L.C.
   
 
By:
/s/ Paul J. Solit
 
Name:
Paul J. Solit
 
Title:
Co-Managing Member


 
POTOMAC CAPITAL PARTNERS L.P.
   
 
By:
Potomac Capital Management, L.L.C.
   
General Partner
   
 
By:
/s/ Paul J. Solit
 
Name:
Paul J. Solit
 
Title:
Managing Member


 
POTOMAC CAPITAL MANAGEMENT, L.L.C.
   
 
By:
/s/ Paul J. Solit
 
Name:
Paul J. Solit
 
Title:
Managing Member


 
/s/ Paul J. Solit
 
PAUL J. SOLIT


 
/s/ Eric Singer
 
ERIC SINGER
 
 
10
 
CUSIP NO. 826565103
 
SCHEDULE A
Transactions in the Shares Since the Filing of the Schedule 13D

Shares of Common
Stock Purchased
Price Per
Share($)
Date of
Purchase

POTOMAC CAPITAL PARTNERS III, L.P.
39,306
  
5.4311
03/14/2012
20,000
  
5.5846
03/21/2012

POTOMAC CAPITAL MANAGEMENT III, L.L.C.
None

POTOMAC CAPITAL PARTNERS L.P.
29,694
  
5.4311
03/14/2012
14,000
  
5.5036
03/16/2012

POTOMAC CAPITAL MANAGEMENT, L.L.C.
None

PAUL J. SOLIT
None

ERIC SINGER
100
  
5.4400
03/15/2012
100
  
5.4410
03/15/2012
100
  
5.4425
03/15/2012
1,700
  
5.4450
03/15/2012
1,900
  
5.4500
03/15/2012
18,400
  
5.4550
03/15/2012
600
  
5.4850
03/15/2012
300
  
5.5000
03/15/2012
200
  
5.5000
03/15/2012
500
  
5.4750
03/15/2012
100
  
5.4800
03/15/2012
200
  
5.4600
03/15/2012
800
  
5.4400
03/15/2012
          2,900
  
5.6300
03/19/2012
          7,100
  
5.6400
03/19/2012
        10,000
  
5.6200
03/19/2012