-----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, AjFTbMOpe0KKtsOW6K09AdypI2bKNe93+1IB8P7UWOl2aefyO2DY4sMpUKmsTQyV 3AWeRqTMDrurwLn5DDl0lw== 0001140361-10-008667.txt : 20100226 0001140361-10-008667.hdr.sgml : 20100226 20100226103318 ACCESSION NUMBER: 0001140361-10-008667 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20100226 DATE AS OF CHANGE: 20100226 GROUP MEMBERS: DAVID NIERENBERG GROUP MEMBERS: NIERENBERG INVESTMENT MANAGEMENT OFFSHORE, INC. GROUP MEMBERS: THE D3 FAMILY BULLDOG FUND, L.P. GROUP MEMBERS: THE D3 FAMILY CANADIAN FUND, L.P. GROUP MEMBERS: THE D3 FAMILY FUND, L.P. GROUP MEMBERS: THE DIII OFFSHORE FUND, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ELECTRO SCIENTIFIC INDUSTRIES INC CENTRAL INDEX KEY: 0000726514 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES [3690] IRS NUMBER: 930370304 STATE OF INCORPORATION: OR FISCAL YEAR END: 0329 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-34524 FILM NUMBER: 10636638 BUSINESS ADDRESS: STREET 1: 13900 NW SCIENCE PARK DR CITY: PORTLAND STATE: OR ZIP: 97229 BUSINESS PHONE: 5036414141 MAIL ADDRESS: STREET 1: 13900 NW SCIENCE PARK DRIVE CITY: PORTLAND STATE: OR ZIP: 97229-5497 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Nierenberg Investment Management Company, Inc. CENTRAL INDEX KEY: 0001282683 IRS NUMBER: 911677205 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 19605 NE 8TH ST CITY: CAMAS STATE: WA ZIP: 98607 BUSINESS PHONE: 360-604-8600 MAIL ADDRESS: STREET 1: 19605 NE 8TH ST CITY: CAMAS STATE: WA ZIP: 98607 FORMER COMPANY: FORMER CONFORMED NAME: NIERENBERG INVESTMENT MANAGEMENT CO DATE OF NAME CHANGE: 20040304 SC 13D/A 1 formsc13da.htm NIERENBERG INVESTMENT MANAGEMENT COMPANY, INC. SC 13D A 2-24-2010 formsc13da.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549


SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 13)


ELECTRO SCIENTIFIC INDUSTRIES INC. (ESIO)
(Name of Issuer)
 
 
Common Stock
(Title of Class of Securities)
 
285229100
(CUSIP Number)
 
David Nierenberg
The D3 Family Funds
19605 NE 8th Street
Camas, WA  98607
(360) 604-8600
 
With a copy to:
 
Henry Lesser, Esq.
DLA Piper LLP (US)
2000 University Avenue
East Palo Alto, CA 94303
(650) 833-2000
 
(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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ™.
 
 
 
 
Cusip 285229100
Page 2 of 10 Pages
 
1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
 
The D3 Family Fund, L.P.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
 
(a) x
(b) o
 
3
SEC USE ONLY
 
4
SOURCE OF FUNDS (See Instructions)
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Washington
NUMBER OF SHARES
BENEFICIALLY
7
SOLE VOTING POWER
0
OWNED BY
EACH
REPORTING
8
SHARED VOTING POWER
571,399 Common shares (2.1%)
PERSON
WITH
 
9
SOLE DISPOSITIVE POWER
0
 
10
SHARED DISPOSITIVE POWER
571,399
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
For the reporting person listed on this page, 571,399; for all reporting persons as a group, 3,818,984 shares (13.9%)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
™
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.9%
14
TYPE OF REPORTING PERSON (See Instructions)
PN
 
 
 
 
Cusip 285229100
Page 3 of 10 Pages
 
1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
 
The D3 Family Bulldog Fund, L.P.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
 
(a) x
(b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS (See Instructions)
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Washington
NUMBER OF SHARES
BENEFICIALLY
7
SOLE VOTING POWER
0
OWNED BY
EACH
REPORTING
8
SHARED VOTING POWER
2,422,326 common shares (8.8%)
PERSON
WITH
 
9
SOLE DISPOSITIVE POWER
0
 
10
SHARED DISPOSITIVE POWER
2,422,326
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
For the reporting person listed on this page, 2,422,326; for all reporting persons as a group, 3,818,984 shares (13.9%)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
™
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.9%
14
TYPE OF REPORTING PERSON
PN
 
 
 
 
Cusip 285229100
Page 4 of 10 Pages
 
1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
 
The D3 Family Canadian Fund, L.P.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(c) x
(d) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS (See Instructions)
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Washington
NUMBER OF SHARES
BENEFICIALLY
7
SOLE VOTING POWER
0
OWNED BY
EACH
REPORTING
8
SHARED VOTING POWER
233,335 common shares (0.9%)
PERSON
WITH
 
9
SOLE DISPOSITIVE POWER
0
 
10
SHARED DISPOSITIVE POWER
233,335
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
For the reporting person listed on this page, 233,335 shares; for all reporting persons as a group, 3,818,984 shares (13.9%)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
™
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.9%
14
TYPE OF REPORTING PERSON
PN
 
 
 
 
Cusip 285229100
Page 5 of 10 Pages
 
1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
 
The DIII Offshore Fund, L.P.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) x
(b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS (See Instructions)
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Bahamas
NUMBER OF SHARES
BENEFICIALLY
7
SOLE VOTING POWER
0
OWNED BY
EACH
REPORTING
8
SHARED VOTING POWER
591,924 common shares (2.1%)
PERSON
WITH
 
9
SOLE DISPOSITIVE POWER
0
 
10
SHARED DISPOSITIVE POWER
591,924
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
For the reporting person listed on this page, 591,924; for all reporting persons as a group, 3,818,984 shares (13.9%)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
™
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.9%
14
TYPE OF REPORTING PERSON
PN
 
 
 
 
Cusip 285229100
Page 6 of 10 Pages
 
1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
 
Nierenberg Investment Management Company, Inc.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) x
(b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS (See Instructions)
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Washington
NUMBER OF SHARES
BENEFICIALLY
7
SOLE VOTING POWER
0
OWNED BY
EACH
REPORTING
8
SHARED VOTING POWER
3,818,984 shares (13.9%)
PERSON
WITH
 
9
SOLE DISPOSITIVE POWER
0
 
10
SHARED DISPOSITIVE POWER
3,818,984 shares
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
For the reporting person listed on this page, 3,818,984; for all reporting persons as a group, 3,818,984 shares (13.9%)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
™
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.9%
14
TYPE OF REPORTING PERSON
CO

 
 
 
Cusip 285229100
Page 7 of 10 Pages
 
1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
 
Nierenberg Investment Management Offshore, Inc.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) x
(b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS (See Instructions)
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Bahamas
NUMBER OF SHARES
BENEFICIALLY
7
SOLE VOTING POWER
0
OWNED BY
EACH
REPORTING
8
SHARED VOTING POWER
591,924 common shares (2.1%)
PERSON
WITH
 
9
SOLE DISPOSITIVE POWER
0
 
10
SHARED DISPOSITIVE POWER
591,924 common shares
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
For the reporting person listed on this page, 591,924; for all reporting persons as a group, 3,818,984 shares (13.9%)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
™
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.9%
14
TYPE OF REPORTING PERSON
CO
 
 
 
 
Cusip 285229100
Page 8 of 10 Pages
 
1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
 
David Nierenberg
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(c) x
(d) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS (See Instructions)
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES
BENEFICIALLY
7
SOLE VOTING POWER
0
OWNED BY
EACH
REPORTING
8
SHARED VOTING POWER
3,818,984 shares (13.9%)
PERSON
WITH
 
9
SOLE DISPOSITIVE POWER
0
 
10
SHARED DISPOSITIVE POWER
3,818,984 shares
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
For the reporting person listed on this page, 3,818,984; for all reporting persons as a group, 3,818,984 shares (13.9%)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
™
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.9%
14
TYPE OF REPORTING PERSON
IN
 
 
 
 
 
Page 9 of 10 Pages
 
This Amendment No. 13 to Schedule 13D (this “Amendment”) amends the below-indicated items from the Schedule 13D previously filed by or on behalf of the undersigned parties (the “Reporting Persons”) (the “Schedule 13D”), by supplementing such Items with the information below:
 
 
Item 4.  Purpose of Transaction
 
David Nierenberg, one of the Reporting Persons, has been appointed to the Board of Directors of ESIO and to the Board’s Compensation Committee effective February 24, 2010. Mr. Nierenberg has been added to the class of directors whose terms will expire at the 2012 annual meeting of shareholders. However, under Oregon law he will be required to stand for election by shareholders to the balance of that term at the 2010 annual meeting.
 
 
Item 5.  Interest in Securities of the Issuer
 
(a, b)  The Reporting Persons, in the aggregate, beneficially own 3,818,984 Shares, constituting approximately 13.9% of the outstanding Shares.
 
This number of Shares and percentage include the restricted stock units, and the Shares issuable upon the vesting thereof, as referred to in (c) below:

(c)  In connection with his addition to the ESIO Board of Directors (see Item 4), and consistent with ESIO’s policy regarding additions to its Board, Mr. Nierenberg has been granted 12,500 restricted stock units. Such units vest in equal amounts over a four-year vesting period, contingent on Mr. Nierenberg serving as a member of the Board on the applicable vesting date, and will be settled in outstanding Shares when they vest on a one-for-one basis. The Reporting Persons take the position that those units, and the Shares issuable upon their vesting, are beneficially owned as follows:

 
D3 Family Fund, LP
1,960
 
D3 Family Bulldog Fund, LP
7,850
 
D3 Family Bulldog Fund, LP
860
 
DIII Offshore Fund, LP
1,830

 
Item 6. Contracts, Arrangements, Understandings or Relationships with the Issuer

See Item 5 (a, b) and (c) with respect to the restricted stock units granted to Mr. Nierenberg.

 
 
 
 
Page 10 of 10 Pages
 
SIGNATURE

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

     
D3 Family Fund, L.P., D3 Family Bulldog
     
Fund, L.P., and D3 Family Canadian Fund, L.P.
       
     
By: Nierenberg Investment Management
     
       Company, Inc.
       
     
Its: General Partner
       
February 26, 2010
    
By: /s/ David Nierenberg
     
       David Nierenberg, President
       
     
DIII Offshore Fund, L.P.
       
     
By: Nierenberg Investment Management
     
       Offshore, Inc.
       
     
Its: General Partner
       
February 26, 2010
    
By: /s/ David Nierenberg
     
       David Nierenberg, President
       
     
Nierenberg Investment Management
     
       Company, Inc.
       
February 26, 2010
    
By: /s/ David Nierenberg
     
       David Nierenberg, President
       
     
Nierenberg Investment Management
     
       Offshore, Inc.
       
February 26, 2010
    
By: /s/ David Nierenberg
     
       David Nierenberg, President
       
February 26, 2010
    
/s/ David Nierenberg
     
      David Nierenberg
 
 
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