-----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, JTdMMYMcigWyhb9R4oHaCQHgo1cLzGmL5GfbJiFshdqLrk1e/P86l6HPLpTZVqLp XOIrHl6x2OSDNXOusdb+Og== 0001104659-08-009904.txt : 20080213 0001104659-08-009904.hdr.sgml : 20080213 20080213160328 ACCESSION NUMBER: 0001104659-08-009904 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080213 DATE AS OF CHANGE: 20080213 GROUP MEMBERS: LEHMAN BROTHERS INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Jazz Technologies, Inc. CENTRAL INDEX KEY: 0001337675 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 203014632 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-81680 FILM NUMBER: 08604733 BUSINESS ADDRESS: STREET 1: 4321 JAMBOREE ROAD CITY: NEWPORT BEACH STATE: CA ZIP: 92660 BUSINESS PHONE: (949) 435-8000 MAIL ADDRESS: STREET 1: 4321 JAMBOREE ROAD CITY: NEWPORT BEACH STATE: CA ZIP: 92660 FORMER COMPANY: FORMER CONFORMED NAME: Acquicor Technology Inc DATE OF NAME CHANGE: 20050831 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LEHMAN BROTHERS HOLDINGS INC CENTRAL INDEX KEY: 0000806085 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 133216325 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: LEHMAN BROTHERS STREET 2: 745 SEVENTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2125267000 MAIL ADDRESS: STREET 1: LEHMAN BROTHERS STREET 2: 745 SEVENTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: SHEARSON LEHMAN HUTTON HOLDINGS INC DATE OF NAME CHANGE: 19901017 SC 13G 1 a08-4900_11sc13g.htm SC 13G

 

 

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

 

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

 

JAZZ TECHNOLOGIES, INC.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

47214E102

(CUSIP Number)

December 31, 2007

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

x

Rule 13d-1(b)

o

Rule 13d-1(c)

o

Rule 13d-1(d)

 

*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 the disclosures provided in a prior cover page.

 

The information required in 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. 47214E102

 

 

1.

Names of Reporting Persons
Lehman Brothers Holdings Inc.
13-3216325

 

 

2.

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

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
1,725,678(1)

 

6.

Shared Voting Power
-0-

 

7.

Sole Dispositive Power
1,725,678(1)

 

8.

Shared Dispositive Power
-0-

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,725,678(1)

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
7.5% (2)

 

 

12.

Type of Reporting Person (See Instructions)
HC/CO

 

(1)

Includes 1,316,400 shares of common stock issuable upon exercise of 1,316,400 warrants and 409,278 shares of common stock issuable upon conversion of $3,000,000 convertible bonds.

 

(2)

Based on 21,252,017 shares outstanding as of November 2, 2007, as reported on the 10-Q for the period ending September 28, 2007, and 1,725,678 shares of common stock issuable upon the exercise and conversion of warrants and convertible bonds, respectively.

 

2


 

CUSIP No. 47214E102

 

 

1.

Names of Reporting Persons
Lehman Brothers Holdings Inc.
13-2518466

 

 

2.

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

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
1,725,678(1)

 

6.

Shared Voting Power
-0-

 

7.

Sole Dispositive Power
1,725,678(1)

 

8.

Shared Dispositive Power
-0-

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,725,678(1)

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
7.5% (2)

 

 

12.

Type of Reporting Person (See Instructions)
BD/CO

 

(1)

Includes 1,316,400 shares of common stock issuable upon exercise of 1,316,400 warrants and 409,278 shares of common stock issuable upon conversion of $3,000,000 convertible bonds.

 

(2)

Based on 21,252,017 shares outstanding as of November 2, 2007, as reported on the 10-Q for the period ending September 28, 2007.

 

3


 

Item 1.

 

(a)

Name of Issuer
Jazz Technologies, Inc.

 

(b)

Address of Issuer’s Principal Executive Offices
4321 Jamboree Road
Newport Beach, CA 92660

 

Item 2.

 

(a)

Name of Person Filing
Lehman Brothers Holdings Inc.
Lehman Brothers Inc.

 

(b)

Address of Principal Business Office or, if none, Residence
Lehman Brothers Holdings Inc.
745 Seventh Avenue
New York, New York 10019

Lehman Brothers Inc.
745 Seventh Avenue
New York, New York 10019

 

(c)

Citizenship
Lehman Brothers Holdings Inc. (“Holdings”) is a corporation organized under the laws of the State of Delaware.

 

Lehman Brothers Inc. (“LBI”) is a corporation organized under the laws of the State of Delaware.

 

(d)

Title of Class of Securities
Common Stock

 

(e)

CUSIP Number
47214E102

 

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

 

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

 

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

 

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 

(g)

x

A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

 

(h)

o

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 

(j)

o

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

4


 

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

(a)

Amount beneficially owned:   

See Item 9 of cover pages.

 

(b)

Percent of class:   

See Item 11 of cover pages.

 

(c)

Number of shares as to which the person has:

 

 

 

(i)

Sole power to vote or to direct the vote   

 

 

 

(ii)

Shared power to vote or to direct the vote    

 

 

 

(iii)

Sole power to dispose or to direct the disposition of   

 

 

 

(iv)

Shared power to dispose or to direct the disposition of   

 

See Items 5-8 of cover pages.

 

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   o.

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

 

Not Applicable

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

 

LBI is the actual owner of the warrants exercisable into 1,316,400 shares of common stock and the $3,000,000 convertible bonds which are convertible into 409,278 shares of common stock.  LBI, a broker-dealer registered under Section 15 of the Act, is a wholly-owned subsidiary of Holdings.

 

Under the rules and regulations of the Securities and Exchange Commission, Holdings may be deemed to be the beneficial owner of the warrants and convertible bonds owned by LBI.

 

Item 8.

Identification and Classification of Members of the Group

 

Not Applicable

 

Item 9.

Notice of Dissolution of Group

 

Not Applicable

 

5


 

Item 10.

Certification

 

x     By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

o     By signing below I hereby certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

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.

 

Dated: February 13, 2008

 

LEHMAN BROTHERS HOLDINGS INC.

 

By:

/s/ Barrett S. DiPaolo

 

 

Name:  Barrett S. DiPaolo

 

 

Title:    Vice President

 

 

LEHMAN BROTHERS INC.

 

 

 

 

 

By:

/s/ Barrett S. DiPaolo

 

 

Name:  Barrett S. DiPaolo

 

 

Title:    Senior Vice President

 

6


 

EXHIBIT A - JOINT FILING AGREEMENT

 

The undersigned hereby agree that the Statement on Schedule 13G filed herewith (and any amendments thereto), is being filed jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(k) (1) under the Securities Exchange Act of 1934, as amended, on behalf of each such person.

 

Dated: February 13, 2008

 

LEHMAN BROTHERS HOLDINGS INC.

 

By:

/s/ Barrett S. DiPaolo

 

 

Name:  Barrett S. DiPaolo

 

 

Title:    Vice President

 

 

LEHMAN BROTHERS INC.

 

 

 

 

 

By:

/s/ Barrett S. DiPaolo

 

 

Name:  Barrett S. DiPaolo

 

 

Title:    Senior Vice President

 

7

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