-----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, BvOVAkitJYCP6fCiZFqOvP5EE9RyBFUx/PdsB+/rrrdchCHi8Smz+tKvRSqBe5ZQ hBmyLRE0HpmLbgvOWzKxSQ== 0001104659-07-060331.txt : 20070809 0001104659-07-060331.hdr.sgml : 20070809 20070808173203 ACCESSION NUMBER: 0001104659-07-060331 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20070809 DATE AS OF CHANGE: 20070808 GROUP MEMBERS: GALLEON INTERNATIONAL MANAGEMENT, LLC GROUP MEMBERS: GALLEON SPECIAL OPPORTUNITIES MANAGEMENT, LLC GROUP MEMBERS: GALLEON TECHNOLOGY OFFSHORE, LTD. GROUP MEMBERS: RAJ RAJARATNAM SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PeopleSupport, Inc. CENTRAL INDEX KEY: 0001289001 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 954695021 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-80036 FILM NUMBER: 071036981 BUSINESS ADDRESS: STREET 1: 1100 GLENDON AVENUE STREET 2: SUITE 1250 CITY: LOS ANGELES STATE: CA ZIP: 90024 BUSINESS PHONE: 310-824-6200 MAIL ADDRESS: STREET 1: 1100 GLENDON AVENUE STREET 2: SUITE 1250 CITY: LOS ANGELES STATE: CA ZIP: 90024 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GALLEON MANAGEMENT L P CENTRAL INDEX KEY: 0001056829 IRS NUMBER: 133926982 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 135 E 57TH STREET STREET 2: 16TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-371-2939 MAIL ADDRESS: STREET 1: 135 EAST 57TH STREET 16TH FLOOR STREET 2: 16TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D 1 a07-21260_1sc13d.htm SC 13D

 

 

UNITED STATES

OMB APPROVAL

 

SECURITIES AND EXCHANGE
COMMISSION

OMB Number:
3235-0145

 

Washington, D.C. 20549

Expires: February 28, 2009

 

SCHEDULE 13D

Estimated average burden hours per response. . 14.5

Under the Securities Exchange Act of 1934
(Amendment No.     )*

People Support, Inc.

(Name of Issuer)

 

Common, 0.01 PAR VALUE PER SHARE

(Title of Class of Securities)

 

712714302

(CUSIP Number)

 

GEORGE LAU, c/o GALLEON, 590 MADISON AVENUE, 34th FLOOR, NY, NY 10022

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

AUGUST 8, 2007

(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. x

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.

* 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.   712714302

 

 

1.

Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Galleon Management, L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
AF

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     x

 

 

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
3,229,220

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
3,229,220

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
3,229,220

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o
N/A

 

 

13.

Percent of Class Represented by Amount in Row (11)
13.71%

 

 

14.

Type of Reporting Person (See Instructions)
IA

Instructions for Cover Page

(1)          Names and I.R.S. Identification Numbers of Reporting Persons — Furnish the full legal name of each person for whom the report is filed - i.e., each person required to sign the schedule itself - including each member of a group. Do not include the name of a person required to be identified in the report but who is not a reporting person. Reporting persons that are entities are also requested to furnish their I.R.S identification numbers, although disclosure of such numbers is voluntary, not mandatory (see “SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13D” below).

(2)          If any of the shares beneficially owned by a reporting person are held as a member of a group and the membership is expressly affirmed, please check row 2(a). If the reporting person disclaims membership in a group or describes a relationship with other persons but does not affirm the existence of a group, please check row 2(b) [unless it is a joint filing pursuant to Rule 13d-1(k)(1) in which case it may not be necessary to check row 2(b)].

(3)   The 3rd row is for SEC internal use; please leave blank.

2




 

CUSIP No.   712714302

 

 

1.

Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Galleon Technology Offshore, LTD.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
WC

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     N/A

 

 

6.

Citizenship or Place of Organization
Bermuda

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power
1,509,418

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
1,509,418

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,509,418

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o
N/A

 

 

13.

Percent of Class Represented by Amount in Row (11)
6.41%

 

 

14.

Type of Reporting Person (See Instructions)
CO

Instructions for Cover Page

(1)          Names and I.R.S. Identification Numbers of Reporting Persons — Furnish the full legal name of each person for whom the report is filed - i.e., each person required to sign the schedule itself - including each member of a group. Do not include the name of a person required to be identified in the report but who is not a reporting person. Reporting persons that are entities are also requested to furnish their I.R.S identification numbers, although disclosure of such numbers is voluntary, not mandatory (see “SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13D” below).

(2)          If any of the shares beneficially owned by a reporting person are held as a member of a group and the membership is expressly affirmed, please check row 2(a). If the reporting person disclaims membership in a group or describes a relationship with other persons but does not affirm the existence of a group, please check row 2(b) [unless it is a joint filing pursuant to Rule 13d-1(k)(1) in which case it may not be necessary to check row 2(b)].

(3)   The 3rd row is for SEC internal use; please leave blank.

3




CUSIP No.   712714302

 

 

1.

Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Galleon International Management, LLC

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
AF

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     N/A

 

 

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
150,000

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
150,000

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
150,000

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o
N/A

 

 

13.

Percent of Class Represented by Amount in Row (11)
0%

 

 

14.

Type of Reporting Person (See Instructions)
CO

Instructions for Cover Page

(1)                                  Names and I.R.S. Identification Numbers of Reporting Persons — Furnish the full legal name of each person for whom the report is filed - i.e., each person required to sign the schedule itself - including each member of a group. Do not include the name of a person required to be identified in the report but who is not a reporting person. Reporting persons that are entities are also requested to furnish their I.R.S identification numbers, although disclosure of such numbers is voluntary, not mandatory (see “SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13D” below).

(2)                                  If any of the shares beneficially owned by a reporting person are held as a member of a group and the membership is expressly affirmed, please check row 2(a). If the reporting person disclaims membership in a group or describes a relationship with other persons but does not affirm the existence of a group, please check row 2(b) [unless it is a joint filing pursuant to Rule 13d-1(k)(1) in which case it may not be necessary to check row 2(b)].

(3)                                  The 3rd row is for SEC internal use; please leave blank.

4




 

CUSIP No.   712714302

 

 

1.

Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Galleon Special Opportunities Management, LLC

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
AF

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     N/A

 

 

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
1,511,400

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
1,511,400

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,511,400

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o
N/A

 

 

13.

Percent of Class Represented by Amount in Row (11)
6.42%

 

 

14.

Type of Reporting Person (See Instructions)
CO

Instructions for Cover Page

(1)          Names and I.R.S. Identification Numbers of Reporting Persons — Furnish the full legal name of each person for whom the report is filed - i.e., each person required to sign the schedule itself - including each member of a group. Do not include the name of a person required to be identified in the report but who is not a reporting person. Reporting persons that are entities are also requested to furnish their I.R.S identification numbers, although disclosure of such numbers is voluntary, not mandatory (see “SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13D” below).

(2)          If any of the shares beneficially owned by a reporting person are held as a member of a group and the membership is expressly affirmed, please check row 2(a). If the reporting person disclaims membership in a group or describes a relationship with other persons but does not affirm the existence of a group, please check row 2(b) [unless it is a joint filing pursuant to Rule 13d-1(k)(1) in which case it may not be necessary to check row 2(b)].

(3)          The 3rd row is for SEC internal use; please leave blank.

5




 

CUSIP No.   712714302

 

 

1.

Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Galleon Special Opportunities Master Fund, SPC Ltd. – Galleon Crossover Segregated Portfolio Company

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
WC

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     N/A

 

 

6.

Citizenship or Place of Organization
Cayman Islands

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power
1,511,400

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
1,511,400

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,511,400

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
6.42%

 

 

14.

Type of Reporting Person (See Instructions)
CO

Instructions for Cover Page

(1)          Names and I.R.S. Identification Numbers of Reporting Persons — Furnish the full legal name of each person for whom the report is filed - i.e., each person required to sign the schedule itself - including each member of a group. Do not include the name of a person required to be identified in the report but who is not a reporting person. Reporting persons that are entities are also requested to furnish their I.R.S identification numbers, although disclosure of such numbers is voluntary, not mandatory (see “SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13D” below).

(2)          If any of the shares beneficially owned by a reporting person are held as a member of a group and the membership is expressly affirmed, please check row 2(a). If the reporting person disclaims membership in a group or describes a relationship with other persons but does not affirm the existence of a group, please check row 2(b) [unless it is a joint filing pursuant to Rule 13d-1(k)(1) in which case it may not be necessary to check row 2(b)].

(3)          The 3rd row is for SEC internal use; please leave blank.

6




 

CUSIP No.   712714302

 

 

1.

Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Raj Rajaratnam

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
AF

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o     N/A

 

 

6.

Citizenship or Place of Organization
United States

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power
4,890,620

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
4,890,620

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
4,890,620

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o
N/A

 

 

13.

Percent of Class Represented by Amount in Row (11)
20.76

 

 

14.

Type of Reporting Person (See Instructions)
IN

Instructions for Cover Page

(1)          Names and I.R.S. Identification Numbers of Reporting Persons — Furnish the full legal name of each person for whom the report is filed - i.e., each person required to sign the schedule itself - including each member of a group. Do not include the name of a person required to be identified in the report but who is not a reporting person. Reporting persons that are entities are also requested to furnish their I.R.S identification numbers, although disclosure of such numbers is voluntary, not mandatory (see “SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13D” below).

(2)          If any of the shares beneficially owned by a reporting person are held as a member of a group and the membership is expressly affirmed, please check row 2(a). If the reporting person disclaims membership in a group or describes a relationship with other persons but does not affirm the existence of a group, please check row 2(b) [unless it is a joint filing pursuant to Rule 13d-1(k)(1) in which case it may not be necessary to check row 2(b)].

(3)          The 3rd row is for SEC internal use; please leave blank.

7




 

Item 1.                    Security and Issuer

This Statement on Schedule 13D relates to shares (the “Shares”) of the common stock, par value $0.01 per share (“Common Stock”) of PeopleSupport, Inc., a Delaware corporation (the “Issuer”), acquired by private investment funds (collectively, the “Funds”) managed by Galleon Management, L.P., Galleon International Management, LLC, and Galleon Special Opportunities Management, LLC (collectively, “Galleon”). One of the funds, Galleon Technology Offshore, Ltd., a private investment fund that is managed by Galleon Management, L.P., is the holder of 6.41% of the outstanding Common Stock. Another of the funds, Galleon Special Opportunities Master Fund, SPC Ltd. – Galleon Crossover Segregated Portfolio Company, a private investment fund that is managed by Galleon Special Opportunities Management, LLC, is the holder of 6.42% of the outstanding Common Stock.

Item 2.                    Identity and Background

This statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):

·                 Galleon Management, L.P., a Delaware limited partnership that is registered with the SEC as an investment adviser and provides investment management services to private investment funds, including certain of the funds;

·                 Galleon International Management, LLC, a Delaware limited liability company that provides investment management services to private funds, including certain of the funds;

·                 Galleon Special Opportunities Management, LLC, a Delaware limited liability company that provides investment management services to private funds, including certain of the funds;

·                 Galleon Technology Offshore, Ltd., an exempted company registered under the Bermuda Companies Act 1981, as amended; and

·                 Galleon Special Opportunities Master Fund, SPC Ltd. – Galleon Crossover Segregated Portfolio Company is an exempted Company incorporated and registered as a Segregated Portfolio Company under the laws of the Cayman Islands.

·                 Mr. Raj Rajaratnam, who is a U.S. Citizen and functions in the following capacities with respect to the above-mentioned entities:

Entity Name:

 

Capacity:

Galleon Management, L.P.

 

Managing Member of General Partner (Galleon Management, LLC)

Galleon Technology Offshore, Ltd

 

Director (Galleon Management, L.P. is the investment adviser)

Galleon International Management, LLC

 

Managing Member

Galleon Special Opportunities Management, LLC

 

Managing Member

Entity Name:

 

Galleon Special Opportunities Master Fund, SPC Ltd. – Galleon Crossover Segregated Portfolio Company

Capacity:

 

Director (Galleon Special Opportunities Management, LLC is the investment adviser)

 

The principal business address for each entity and person listed above and on Exhibit C hereto is 590 Madison Avenue, 34th Floor, New York, NY  10022. A joint filing agreement of the entities and person listed above is attached hereto as Exhibit B.

Certain additional information required by this Item 2 and in General Instruction C is set forth in Exhibit C, which is incorporated herein by reference.

8




 

During the last five years, none of the entities or persons listed above or on Exhibit C has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). Except as disclosed below, during the last five years, none of the entities or persons listed above and in Exhibit C has 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.

In May, 2005, Galleon Management, L.P. settled an SEC administrative proceeding for violations of Rule 105 of Regulation M. Rule 105 is a technical trading rule that prohibits, under certain circumstances, covering short sales that occurred within five days of pricing with stock purchased in follow-on equity offerings. The transactions in question were primarily in the Galleon Admiral’s Fund. Galleon has taken remedial action, including enhanced training of employees and implementation of strict Rule 105 policies and procedures. The firm also has designated an employee to monitor trading for compliance with Rule 105.

Item 3.                    Source and Amount of Funds or Other Consideration

The Funds (including Galleon Technology Offshore, Ltd. and Galleon Special Opportunities Master Funds, SPC Ltd. – Galleon Crossover Segregated Portfolio Company) expended an aggregate of approximately $57,950,000 in order to purchase the 4,890,620 shares of Common Stock held by them, Galleon Technology Offshore, Ltd. expended an aggregate of approximately $17,817,000 in order to purchase the 1,509,418 shares of Common Stock held by it and Galleon Special Opportunities Master Fund, SPC Ltd. – Galleon Crossover Segregated Portfolio Company expended an aggregated of approximately $17,592,000 to purchase the 1,511,400 shares of Common Stock held by it.  The Funds purchased the Common Stock with their own working capital, which may, at any time, include margin loans made by brokerage firms in the ordinary course of business.

The Reporting Persons effect purchases of securities primarily through margin accounts maintained for them with Bank of America, Lehman Brothers, Bear Stearns, Morgan Stanley, Deutche Bank, and UBS Securities (the “Prime Brokers”), which may extend margin credit to the Reporting Persons 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.

Item 4.                    Purpose of Transaction

The Reporting Persons acquired the Shares in the ordinary course of business for investment because they believe the Common Stock represents an attractive investment opportunity based on the Company’s assets and business prospects.

The Reporting Persons are engaged in the investment business and review their holdings on an ongoing basis.  As a result of such review, the Reporting Persons may make additional purchases of Common Stock or may sell Shares beneficially owned by them at any time.  In addition, and in furtherance of their ongoing review of their investment in the Common Stock, the Reporting Persons intend to seek to meet with members of the Issuer’s management to discuss the business, strategy, plans and prospects of the Issuer, but do not intend to seek or obtain material non-public information respecting the Issuer in any such discussions.  Depending on the outcome of any such discussions, during any such discussions, or at any other time, the Reporting Persons may present to the Issuer’s management plans or proposals that the Reporting Persons believe will enhance shareholder value.  Such plans or proposals might relate to the operations or strategy of the Issuer or may relate to strategic alternatives, including, but not limited to a sale of the Issuer, a strategic partnership of the Issuer with another person or entity, or a recapitalization of the Issuer.

Except as otherwise described herein, none of Galleon, Raj Rajaratnam, or the persons listed on Exhibit C have any current plans or proposals which relate to or would result in any of the transactions or changes contemplated by Items 4(a) through 4(j) of Schedule 13D.  Such persons may, at any time and from time to time, review or reconsider their position and formulate or revise any such plans or proposals.

9




 

Item 5.                    Interest in Securities of the Issuer

(a)-(b) As of the date of this filing, Galleon Management, L.P., Galleon International Management, LLC, and Galleon Special Opportunities Management, LLC are the indirect beneficial owners of and aggregate of 4,890,620 Shares, which constitutes 20.76% ownership of the 23,557,687 shares of Common Stock (the “Reported Number”) reported by the Issuer as outstanding as of May 7, 2007. Galleon Management, L.P. indirectly beneficially owns 3,229,220 Shares (or 13.71% of the Common Stock), Galleon International Management, L.P. indirectly beneficially owns 150,000 Shares (or less than 1% of the Common Stock), and Galleon Special Opportunities Management, LLC indirectly beneficially owns 1,511,400 Shares (or 6.42% of the Common Stock). In addition, 46.7% of the Shares beneficially owned by Galleon Management, L.P. (or 6.41% of the Common Stock) are held directly by Galleon Technology Offshore, Ltd. and 100% of the Shares beneficially owned by Galleon Special Opportunities Management, LLC (or 6.42% of the Common Stock) are held directly by Galleon Special Opportunities Master Fund, SPC Ltd. – Galleon Crossover Segregated Portfolio Company. Each of Galleon Management, L.P., Galleon International Management, L.P., and Galleon Special Opportunities Management, LLC shares voting and dispositive power of the Shares beneficially owned by it with the Fund that directly holds such Shares and with Mr. Rajaratnam. By virtue of the capacities in which Mr. Rajaratnam functions as described in Item 2., above, he may be considered to indirectly beneficially own all Shares beneficially owned by Galleon Management, L.P., Galleon International Management, LLC, Galleon Special Opportunities Management, LLC, Galleon Technology Offshore, Ltd., and the other Funds.

All percentages of the Common Stock outstanding reported in this Schedule 13D are based on the Reported Number.

(c)  Set forth in Exhibit A hereto are the transactions in the Shares during the past sixty days by Galleon Management, L.P., Galleon International Management, LLC, Galleon Special Opportunities Management, LLC, and Galleon Technology Offshore, Ltd.

(d)  Not applicable.

(e)  Not applicable.

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

Except as set forth in this Schedule 13D, to the best knowledge of the Reporting Persons, there are currently no contracts, arrangements, understandings or relationships (legal or otherwise) between the entities and person enumerated in Item 2 and any other person with respect to any securities of the Issuer, including but not limited to, transfer or voting of any of the Shares, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

Item 7.                                                           Material to be Filed as Exhibits

Exhibit A:

Trading information as required by Item 5(c)

 

 

Exhibit B:

Joint Filing Agreement, dated as of August [  ], 2007, by and among Galleon Management, L.P., Galleon International Management, LLC, Galleon Special Opportunities Management, LLC, Galleon Technology Offshore, Ltd., and Mr.Raj Rajaratnam.

 

 

Exhibit C:

Additional information required by General Instruction C.

 

 

Exhibit D:

Power of Attorney, dated August 1, 2007

 

10




 

SIGNATURES

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

Date:

August 8, 2007

Galleon Management, L.P.

 

 

 

 

 

 

By:

Raj Rajaratnam

 

 

 

 

 

 

Title:

Managing Member of General Partner, Galleon Management, LLC

 

 

 

Date:

August 8, 2007

Gallon International Management, LLC

 

 

 

 

 

By:

Raj Rajaratnam

 

 

 

 

 

Title:

Managing Member

 

 

 

Date:

August 8, 2007

Galleon Special Opportunities Management, LLC

 

 

 

 

 

By:

Raj Rajaratnam

 

 

 

 

 

Title:

Managing Member

 

 

 

Date:

August 8, 2007

Galleon Technology Offshore, Ltd.

 

 

 

 

 

By:

Raj Rajaratnam

 

 

 

 

 

Title:

Director

 

 

 

 

Date:

August 8, 2007

Galleon Special Opportunities Master Fund, SPC Ltd.– Galleon Crossover Segregated Portfolio Company

 

 

 

 

 

By:

Raj Rajaratnam

 

 

 

 

 

Title:

Director

 

 

 

Date:

August 8, 2007

Raj Rajaratnam

 

 

 

 

 

By:

Raj Rajaratnam

 

 

 

 

 

Title:

Self

 

 

12




 

EXHIBIT INDEX

 

 

 

A.

Trading Information as required by Item 5 (c)

 

 

B.

Joint Filing Agreement, dated as of August 8, 2007

 

 

C.

Additional Information Required by General Instruction C

 

 

D.

Power of Attorney, dated August 1, 2007

 

 



EX-99.1 2 a07-21260_1ex99d1.htm EX-99.1

 

EXHIBIT A

Response to Item 5(c) — Trading History

ENTITY

 

TradeDate

 

Side

 

Amount

 

Price Per Share

 

Galleon International Management, LLC

 

6/4/2007

 

Buy

 

20,000

 

11.70

 

 

 

6/5/2007

 

Buy

 

25,000

 

11.88

 

 

 

6/5/2007

 

Buy

 

10,000

 

11.89

 

 

 

6/5/2007

 

Buy

 

25,000

 

11.95

 

 

 

6/6/2007

 

Buy

 

125,000

 

11.95

 

 

 

6/7/2007

 

Buy

 

150,000

 

11.82

 

 

 

6/13/2007

 

Buy

 

16,000

 

11.65

 

 

 

6/14/2007

 

Buy

 

40,000

 

11.89

 

 

 

7/9/2007

 

Buy

 

25,400

 

11.14

 

 

 

7/10/2007

 

Buy

 

100,000

 

11.30

 

 

 

7/10/2007

 

Buy

 

50,000

 

11.30

 

 

 

7/24/2007

 

Buy

 

125,000

 

10.41

 

 

 

7/24/2007

 

Buy

 

25,000

 

10.42

 

 

 

 

 

 

 

 

 

 

 

Galleon Management, L.P.

 

6/4/2007

 

Buy

 

5,000

 

11.49

 

 

 

6/4/2007

 

Sell

 

10,000

 

11.66

 

 

 

6/4/2007

 

Buy

 

100,000

 

11.70

 

 

 

6/5/2007

 

Buy

 

75,000

 

11.88

 

 

 

6/5/2007

 

Buy

 

40,000

 

11.89

 

 

 

6/5/2007

 

Buy

 

25,000

 

11.95

 

 

 

6/6/2007

 

Buy

 

25,000

 

11.95

 

 

 

6/7/2007

 

Buy

 

50,000

 

11.82

 

 

 

6/8/2007

 

Sell

 

5,000

 

11.80

 

 

 

6/11/2007

 

Sell

 

1,800

 

11.85

 

 

 

6/12/2007

 

Sell

 

8,200

 

11.51

 

 

 

6/14/2007

 

Buy

 

10,000

 

11.89

 

 

 

6/18/2007

 

Buy

 

5,000

 

12.26

 

 

 

6/19/2007

 

Buy

 

5,000

 

11.99

 

 

 

6/20/2007

 

Buy

 

61,127

 

11.91

 

 

 

6/20/2007

 

Buy

 

1,300

 

11.88

 

 

 

6/20/2007

 

Buy

 

773

 

11.87

 

 

 

6/20/2007

 

Buy

 

100

 

11.91

 

 

 

6/21/2007

 

Buy

 

9,000

 

11.88

 

 

 

6/21/2007

 

Buy

 

100,000

 

11.92

 

 

 

6/22/2007

 

Buy

 

50,000

 

11.90

 

 

 

6/22/2007

 

Buy

 

50,000

 

11.86

 

 

 

6/22/2007

 

Buy

 

41,000

 

11.90

 

 

 

6/25/2007

 

Sell

 

25,000

 

11.57

 

 

 

6/25/2007

 

Sell

 

30,000

 

11.52

 

 

 

6/25/2007

 

Buy

 

100,000

 

11.67

 

 

 

6/27/2007

 

Buy

 

20,000

 

11.64

 

 

 

6/27/2007

 

Buy

 

50,000

 

11.57

 

 




 

ENTITY

 

TradeDate

 

Side

 

Amount

 

Price Per Share

 

Galleon Management, L.P., continued

 

6/28/2007

 

Buy

 

20,000

 

11.70

 

 

 

6/28/2007

 

Sell

 

13,721

 

11.69

 

 

 

7/2/2007

 

Buy

 

50,000

 

11.23

 

 

 

7/6/2007

 

Buy

 

50,000

 

10.80

 

 

 

7/6/2007

 

Buy

 

25,000

 

11.01

 

 

 

7/6/2007

 

Buy

 

30,000

 

10.79

 

 

 

7/6/2007

 

Buy

 

50,000

 

10.79

 

 

 

7/6/2007

 

Buy

 

1,680

 

11.11

 

 

 

7/9/2007

 

Buy

 

10,000

 

11.27

 

 

 

7/9/2007

 

Sell

 

4,300

 

11.25

 

 

 

7/9/2007

 

Sell

 

25,000

 

11.13

 

 

 

7/10/2007

 

Buy

 

50,000

 

11.30

 

 

 

7/10/2007

 

Buy

 

291,100

 

11.31

 

 

 

7/18/2007

 

Sell

 

30,000

 

11.00

 

 

 

8/8/2007

 

Sell

 

11,450

 

10.82

 

 

 

8/8/2007

 

Sell

 

53,757

 

10.82

 

 

 

 

 

 

 

 

 

 

 

Entity

 

 

 

 

 

 

 

 

 

Galleon Special Opportunities Management, LLC

 

8/8/2007

 

Buy

 

50,000

 

10.9

 

 

 

8/8/2007

 

Buy

 

100,000

 

11.54

 

 

 

8/8/2007

 

Buy

 

25,000

 

10.89

 

 

 

8/8/2007

 

Buy

 

200,000

 

11.75

 

 

 

 

 

 

 

 

 

 

 

Galleon Special Opportunities Master Fund, SPC Ltd.—Galleon Crossover Segregated Portfolio Company

 

8/8/2007

 

Buy

 

50,000

 

10.9

 

 

 

8/8/2007

 

Buy

 

100,000

 

11.54

 

 

 

8/8/2007

 

Buy

 

25,000

 

10.89

 

 

 

8/8/2007

 

Buy

 

200,000

 

11.75

 

 

 

 

 

 

 

 

 

 

 

Galleon Management, L.P.

 

8/8/2007

 

Sell

 

11,450

 

10.82

 

 

 

8/8/2007

 

Sell

 

53,757

 

10.82

 

 

 

 

 

 

 

 

 

 

 

Galleon Technology Offshore, Ltd.

 

6/4/2007

 

Buy

 

68,650

 

11.75

 

 

 

06/04/2007

 

Buy

 

68,650

 

11.75

 

 

 

06/05/2007

 

Buy

 

51,450

 

11.94

 

 

 

06/05/2007

 

Buy

 

27,450

 

12.00

 

 

 

06/05/2007

 

Buy

 

17,150

 

11.94

 

 

 

06/06/2007

 

Buy

 

17,150

 

12.00

 

 

 

06/07/2007

 

Buy

 

34,300

 

11.87

 

 

 

06/14/2007

 

Buy

 

6,850

 

11.92

 

 

 

06/20/2007

 

Buy

 

41,995

 

11.93

 

 

 

06/20/2007

 

Buy

 

900

 

11.89

 

 

 

06/20/2007

 

Buy

 

523

 

11.89

 

 

 

06/21/2007

 

Buy

 

68,700

 

11.93

 

 

 

06/21/2007

 

Buy

 

6,150

 

11.90

 

 

 

06/22/2007

 

Buy

 

28,150

 

11.92

 

 

 

06/22/2007

 

Buy

 

34,350

 

11.92

 

 

 

06/22/2007

 

Buy

 

34,350

 

11.87

 

 

 

06/25/2007

 

Buy

 

68,700

 

11.72

 

 

 

07/02/2007

 

Buy

 

34,200

 

11.25

 

 

 

07/06/2007

 

Buy

 

34,200

 

10.81

 

 

 

07/09/2007

 

Sell

 

2,950

 

11.25

 

 

 

07/09/2007

 

Sell

 

17,150

 

11.12

 

 

 

 

 

 

 

 

 

 

 

Galleon Special Opportunities Management, LLC

 

6/4/2007

 

Buy

 

20000

 

11.70

 

 

 

6/5/2007

 

Buy

 

25000

 

11.88

 

 

 

6/5/2007

 

Buy

 

10000

 

11.88

 

 

 

6/5/2007

 

Buy

 

25000

 

11.95

 

 

 

6/6/2007

 

Buy

 

125000

 

11.95

 

 

 

6/7/2007

 

Buy

 

150000

 

11.81

 

 

 

6/13/2007

 

Buy

 

16000

 

11.64

 

 

 

6/14/2007

 

Buy

 

40000

 

11.89

 

 

 

7/10/2007

 

Buy

 

100000

 

11.30

 

 




 

ENTITY

 

TradeDate

 

Side

 

Amount

 

Price Per Share

 

Galleon Special Opportunities Management, LLC, continued

 

7/10/2007

 

Buy

 

50000

 

11.30

 

 

 

7/9/2007

 

Buy

 

25400

 

11.14

 

 

 

7/24/2007

 

Buy

 

125000

 

10.41

 

 

 

7/24/2007

 

Buy

 

25000

 

10.42

 

 

 

8/8/2007

 

Buy

 

50,000

 

10.9

 

 

 

8/8/2007

 

Buy

 

100,000

 

11.54

 

 

 

8/8/2007

 

Buy

 

25,000

 

10.89

 

 

 

8/8/2007

 

Buy

 

200,000

 

11.75

 

 

 

 

 

 

 

 

 

 

 

Galleon Special Opportunities Master Fund, SPC Ltd.—Galleon Crossover Segregated Portfolio Company

 

8/8/2007

 

Buy

 

50,000

 

10.9

 

 

 

8/8/2007

 

Buy

 

100,000

 

11.54

 

 

 

8/8/2007

 

Buy

 

25,000

 

10.89

 

 

 

8/8/2007

 

Buy

 

200,000

 

11.75

 

 

 



EX-99.2 3 a07-21260_1ex99d2.htm EX-99.2

EXHIBIT B

JOINT FIILNG AGREEMENT

The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements.  The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others,  except to the extent that it 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:

August 8, 2007

 

Galleon Management, L.P.

 

 

 

 

 

 

 

By:

/s/Raj Rajaratnam*

 

 

 

 

 

 

 

 

 

Title:

Managing Member of General Partner,
Galleon Management, LLC

 

 

 

 

Date:

August 8, 2007

 

Gallon International Management, LLC

 

 

 

 

 

 

 

By:

/s/Raj Rajaratnam*

 

 

 

 

 

 

 

 

 

Title:

Managing Member

 

 

 

 

Date:

August 8, 2007

 

Galleon Special Opportunities Management, LLC

 

 

 

 

 

 

 

By:

/s/Raj Rajaratnam*

 

 

 

 

 

 

 

 

 

Title:

Managing Member

 

 

 

 

Date:

August 8, 2007

 

Galleon Technology Offshore, Ltd.

 

 

 

 

 

 

 

By:

/s/Raj Rajaratnam*

 

 

 

 

 

 

 

 

 

Title:

Director

 

 

 

 

Date:

August 8, 2007

 

Galleon Special Opportunities Master Fund, SPC Ltd.—Galleon Crossover Segregated Portfolio Company

 

 

 

 

 

 

 

By:

/s/Raj Rajaratnam*

 

 

 

 

 

 

 

 

 

Title:

Director

 

 

 

 

Date:

August 8, 2007

 

Raj Rajaratnam

 

 

 

 

 

 

 

By:

/s/Raj Rajaratnam*

 

 

 

 

 

 

 

 

 

Title:

Self

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


* By George K. Lau, attorney-in-fact

 



EX-99.3 4 a07-21260_1ex99d3.htm EX-99.3

EXHIBIT C

Galleon Management, L.P.

General Partner:

 

Galleon Management, LLC (a Delaware limited liability company)

 

Limited Partners:

 

Mr. Raj Rajaratnam

 

 

Mr. Gary Rosenbach

 

 

Mr. Todd Deutsch

 

 

 

Galleon International Management, LLC

Managing

 

 

Members:

 

Mr. Raj Rajaratnam

 

 

Mr. Sanjay Santhanam

 

 

 

Galleon Special Opportunities Management, LLC

Managing

 

Mr. Raj Rajaratnam

Members:

 

Mr. Krishnan Chellam

 

 

 

Galleon Technology Offshore, Ltd.

Directors:

 

Mr. Raj Rajaratnam

 

 

Mr. Peter Young

 

 

Mr. John Collis

 

 

 

Galleon Management, LLC

Members:

 

Mr. Raj Rajaratnam

 

 

Mr. Gary Rosenbach

 

 

 

Galleon Special Opportunities Master Fund, SPC Ltd.—Galleon Crossover Segregated Portfolio Company

Directors:

 

Mr. Raj Rajaratnam

 

 

Mr. Robert Peacock Arnott

 

 

Mr. Ian Boxall

 

All natural persons identified on this Exhibit C are citizens of the United States.

 



EX-99.4 5 a07-21260_1ex99d4.htm EX-99.4

 

EXHIBIT D

Power Of Attorney

The undersigned hereby appoints George K. Lau his true and lawful attorney-in-fact and agent to execute and file with the Securities and Exchange Commission any Schedule 13D, Schedule 13G, any amendments thereto or any related documentation which may be required to be filed in his individual capacity as a result of the undersigned’s positions as limited partner, member, managing member, and/or director (where applicable) of any and all entities now or in the future comprising the Galleon Group, LLC and any and all entities affiliated with the Galleon Group, LLC (“Galleon”), and granting unto each said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing which he might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact and agent, may lawfully do or cause to be done by virtue hereof. The authority of George K. Lau under this Power of Attorney shall continue with respect to the undersigned until the undersigned is no longer required to file Schedule 13Ds or 13Gs unless revoked earlier in writing.

Date: August 1, 2007

By:

/s/ Raj Rajaratnam

 

 

Name: Raj Rajaratnam

 



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