-----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, FRbzmglW8zrVqfs9TAkgPpQeJt6i6+5syZBIa0naoSWPk7/xXfdUG8Y5J3TGihzk IG7aUnBOnH7O7cGzHeekVw== 0001019687-08-002209.txt : 20080515 0001019687-08-002209.hdr.sgml : 20080515 20080515135733 ACCESSION NUMBER: 0001019687-08-002209 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080515 GROUP MEMBERS: B. RILEY & CO. RETIREMENT TRUST GROUP MEMBERS: B. RILEY & CO., LLC GROUP MEMBERS: BRYANT R. RILEY GROUP MEMBERS: RILEY INVESTMENT MANAGEMENT LLC GROUP MEMBERS: RILEY INVESTMENT PARTNERS MASTER FUND LP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Riley Investment Management LLC CENTRAL INDEX KEY: 0001345523 IRS NUMBER: 954799549 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-84015 FILM NUMBER: 08836063 BUSINESS ADDRESS: STREET 1: 11100 SANTA MONICA BLVD. STREET 2: SUITE 810 CITY: LOS ANGELES STATE: CA ZIP: 90025 BUSINESS PHONE: 310-966-1444 MAIL ADDRESS: STREET 1: 11100 SANTA MONICA BLVD. STREET 2: SUITE 810 CITY: LOS ANGELES STATE: CA ZIP: 90025 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Riley Investment Partners Master Fund, L.P. CENTRAL INDEX KEY: 0001385084 IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 11100 SANTA MONICA BOULEVARD STREET 2: SUITE 810 CITY: LOS ANGELES STATE: CA ZIP: 90025 BUSINESS PHONE: (310) 966-1445 MAIL ADDRESS: STREET 1: 11100 SANTA MONICA BOULEVARD STREET 2: SUITE 810 CITY: LOS ANGELES STATE: CA ZIP: 90025 SC 13D/A 1 riley_13da7-051508.txt AMENDMENT NO. 7 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (RULE 13D-2-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13D-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(a) (Amendment No. 7)(1) TRANSMETA CORPORATION (Name of Issuer) COMMON STOCK (Title of Class of Securities) 89376R2080 (CUSIP Number) RILEY INVESTMENT MANAGEMENT LLC ATTN: BRYANT R. RILEY 11100 SANTA MONICA BLVD. SUITE 810 LOS ANGELES, CA 90025 (310) 966-1445 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) MAY 15, 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 which 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: |X| Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. (Continued on following pages) - -------------- (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. 89376R208 13D Page 2 - --------- ---------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR IRS. IDENTIFICATION NO. OF ABOVE PERSON Riley Investment Partners Master Fund, L.P. - --------- ---------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] - --------- ---------------------------------------------------------------------- 3 SEC USE ONLY - --------- ---------------------------------------------------------------------- 4 SOURCE OF FUNDS* WC - --------- ---------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - --------- ---------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands - --------- ---------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 347,943 ------ -------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY -0- ------ -------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 347,943 ------ -------------------------------------------------- PERSON 10 SHARED DISPOSITIVE POWER WITH -0- - --------- ---------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 347,943 - --------- ---------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES SHARES* [ ] - --------- ---------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.9%(1) - --------- ---------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* PN - --------- ---------------------------------------------------------------------- ___________ (1) Based on 12,152,065 shares of common stock of Transmeta Corporation (the "Issuer") outstanding at April 15, 2008, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended March 31, 2008 filed with the Securities and Exchange Commission on May 12, 2008. CUSIP No. 89376R208 13D Page 3 - --------- ---------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR IRS. IDENTIFICATION NO. OF ABOVE PERSON Riley Investment Management LLC - --------- ---------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] - --------- ---------------------------------------------------------------------- 3 SEC USE ONLY - --------- ---------------------------------------------------------------------- 4 SOURCE OF FUNDS* AF - --------- ---------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - --------- ---------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - --------- ---------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 480,772(2) ------ -------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 510,715(3) ------ -------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 480,772(2) ------ -------------------------------------------------- PERSON 10 SHARED DISPOSITIVE POWER WITH 510,715(3) - --------- ---------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 981,633(3) - --------- ---------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES SHARES* [x] - --------- ---------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.1%(1) - --------- ---------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IA - --------- ---------------------------------------------------------------------- _____________ (2) Because Riley Investment Management LLC has sole investment and voting power over 347,943 shares of Common Stock held by Riley Investment Partners Master Fund, L.P. and 132,829 shares held in managed accounts by its investment advisory clients, Riley Investment Management LLC may be deemed to have beneficial ownership of these shares. (3) Riley Investment Management LLC has shared voting and dispositive power over 510,715 shares of Common Stock held by its investment advisory clients, 500,861 of which are held by investment advisory accounts indirectly affiliated with Mr. Riley or Riley Investment Partners Master Fund, L.P. However, Riley Investment Management LLC disclaims beneficial ownership of the non-affiliated shares. CUSIP No. 89376R208 13D Page 4 - --------- ---------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR IRS. IDENTIFICATION NO. OF ABOVE PERSON B. Riley & Co., LLC - --------- ---------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] - --------- ---------------------------------------------------------------------- 3 SEC USE ONLY - --------- ---------------------------------------------------------------------- 4 SOURCE OF FUNDS* WC - --------- ---------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - --------- ---------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - --------- ---------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 29,000 ------ -------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 50,000(4) ------ -------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 29,000 ------ -------------------------------------------------- PERSON 10 SHARED DISPOSITIVE POWER WITH 50,000(4) - --------- ---------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 79,000 - --------- ---------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES SHARES* [ ] - --------- ---------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) .7%(1) - --------- ---------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* BD - --------- ---------------------------------------------------------------------- ____________ (4) B. Riley & Co., LLC has shared voting and dispositive power over 50,000 shares of Common Stock held by a managed account, with which it is indirectly affiliated. CUSIP No. 89376R208 13D Page 5 - --------- ---------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR IRS. IDENTIFICATION NO. OF ABOVE PERSON B. Riley & Co. Retirement Trust - --------- ---------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] - --------- ---------------------------------------------------------------------- 3 SEC USE ONLY - --------- ---------------------------------------------------------------------- 4 SOURCE OF FUNDS* WC - --------- ---------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - --------- ---------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION California - --------- ---------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 5,000 ------ -------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY -0- ------ -------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 5,000 ------ -------------------------------------------------- PERSON 10 SHARED DISPOSITIVE POWER WITH -0- - --------- ---------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,000 - --------- ---------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES SHARES* [ ] - --------- ---------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) .0%(1) - --------- ---------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* EP - --------- ---------------------------------------------------------------------- CUSIP No. 89376R208 13D Page 6 - --------- ---------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR IRS. IDENTIFICATION NO. OF ABOVE PERSON Bryant R. Riley - --------- ---------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] - --------- ---------------------------------------------------------------------- 3 SEC USE ONLY - --------- ---------------------------------------------------------------------- 4 SOURCE OF FUNDS* AF - --------- ---------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - --------- ---------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - --------- ---------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 514,772(5) ------ -------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 560,715(6) ------ -------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 514,772(5) ------ -------------------------------------------------- PERSON 10 SHARED DISPOSITIVE POWER WITH 560,715(6) - --------- ---------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,065,633(6) - --------- ---------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES SHARES* [x] - --------- ---------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.8%(1) - --------- ---------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - --------- ---------------------------------------------------------------------- _____________ (5) Because Riley Investment Management LLC has sole voting and investment power over Riley Investment Partners Master Fund, L.P.'s security holdings and certain managed accounts of its investment advisory clients and Mr. Riley, in his role as the sole manager of Riley Investment Management LLC, controls its voting and investment decisions, each of Riley Investment Management LLC and Mr. Riley may be deemed to have beneficial ownership of the 347,943 shares of Common Stock held by Riley Investment Partners Master Fund, L.P. and the 132,829 shares held in managed accounts by its investment advisory clients. B. Riley & Co., LLC has sole voting and dispositive power over 29,000 shares of common stock. Mr. Riley is the Chairman and sole indirect equity owner of B. Riley & Co., LLC. Includes 5,000 shares held by the B. Riley & Co. Retirement Trust, of which Mr. Riley is the trustee. (6) Riley Investment Management LLC has shared voting and dispositive power over 510,715 shares of Common Stock held by its investment advisory clients, 500,861 of which are held by investment advisory accounts indirectly affiliated with Mr. Riley or Riley Investment Partners Master Fund, L.P. Although Mr. Riley controls Riley Investment Management LLC's voting and investment decisions for its investment advisory clients, Mr. Riley disclaims beneficial ownership of the non-affiliated shares. B. Riley & Co., LLC has shared voting and dispositive power over 50,000 shares of Common Stock. Mr. Riley is the Chairman and sole indirect equity owner of B. Riley & Co., LLC. CUSIP No. 89376R208 13D Page 7 ITEM 2. IDENTITY AND BACKGROUND Item 2 (a)(ii) is hereby amended by adding the following: B. Riley & Co. Retirement Trust (employee benefit plan) Item 2 (c) is hereby amended by adding the following: Mr. Riley is the trustee of the B. Riley & Co. Retirement Trust ("BRCRT") ITEM 4. PURPOSE OF THE TRANSACTION Item 4 is hereby amended by adding the following: On May 15, 2008, RIP sent a letter to the Issuer nominating Mr. Riley and Melvin Keating for election to the Issuer's Board of Directors at the Issuer's 2008 annual meeting. The foregoing description of the letter is qualified in its entirety by reference to the letter attached as Exhibit A. Each of RIP's nominees have consented to be named in the proxy statement filed or distributed on behalf of RIP or RIM in connection with the solicitation of proxies for their election and to serve as a director if elected pursuant to such solicitation. The Reporting Persons expressly disclaim beneficial ownership of any shares of Common Stock held by the nominees, other than those held by Mr. Riley. The taking of the actions proposed by the Reporting Persons at the annual meeting of Issuer's stockholders described above would result in a change in the Issuer's present board of directors and management. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER Item 5(c) is amended to add the following: (c) In the ordinary course of business, BRC may effect transactions in connection with its market making activities, as well as for customer transactions. The transactions effected by the Reporting Persons in Common Stock that have taken place in the past 60 days are set forth on Exhibit A of Exhibit A. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Exhibit A Letter, dated May 15, 2008, to the Issuer nominating directors for election at the annual meeting of stockholders. CUSIP No. 89376R208 13D Page 8 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. Date: May 15, 2008 Riley Investment Partners Master Fund, L.P. By: Riley Investment Management LLC, its General Partner By: /s/ Bryant R. Riley --------------------------------------- Bryant R. Riley, Managing Member Riley Investment Management LLC By: /s/ Bryant R. Riley --------------------------------------- Bryant R. Riley, Managing Member B. Riley & Co, LLC By: /s/ Bryant R. Riley --------------------------------------- Bryant R. Riley, Chairman B. Riley & Co. Retirement Trust By: /s/ Bryant R. Riley --------------------------------------- Bryant R. Riley, Trustee By: /s/ Bryant R. Riley --------------------------------------- Bryant R. Riley RILEY INVESTMENT PARTNERS MASTER FUND, L.P. C/O RILEY INVESTMENT MANAGEMENT LLC 11100 SANTA MONICA BOULEVARD, SUITE 810 LOS ANGELES, CA 90025 May 15, 2008 Transmeta Corporation 2540 Mission College Boulevard Santa Clara, CA 95054 Attention: Secretary Dear Sir or Madam: In accordance with Section 1.11 of the Bylaws of Transmeta Corporation (the "Company"), the undersigned shareholder of the Company (the "Shareholder") hereby nominates Bryant Riley and Melvin Keating for election to the Company's Board of Directors at the Company's 2008 annual meeting. This letter and all Exhibits and enclosures hereto are collectively referred to as the "Notice." Accordingly, this Notice shall serve to satisfy the nomination requirements of Section 1.1 of the Bylaws of the Company as to the below described nominations. INFORMATION REGARDING THE SHAREHOLDER The Shareholder holds, in the aggregate, 347,943 shares of common stock, $0.00001 par value ("Common Stock"), of the Company. Of those 347,943 shares of Common Stock, the Shareholder holds of record 1,000 shares of Common Stock. The name and address of the Shareholder, as it appears on the Company's books is: Riley Inv Partners Master Fund Limited Partnership 11100 Santa Monica Boulevard, Suite 810 Los Angeles, CA 90025 DIRECTOR NOMINATIONS Exhibit A to this Notice and other enclosures sets forth certain additional information about Bryant Riley and Melvin Keating (each of such foregoing persons, a "Nominee") and the Shareholder, consisting of information required under Section 1.11(a)(ii) of the Bylaws of the Company and Regulation 14A of the Securities and Exchange Act of 1934. Each of the Nominees has consented to being named in the proxy statement filed or distributed on behalf of the Shareholder in connection with the solicitation of proxies for the election of the Nominees to the Company's Board of Directors and to serve as a director of the Company if elected pursuant to that solicitation. Copies of such consents are enclosed. Page 2 Transmeta Corporation We have no reason to believe that any of the Nominees will be disqualified or unwilling or unable to serve if elected. We reserve the right to nominate substitute persons if the Company makes or announces any changes to its Bylaws, or takes or announces any other action that has, or if consummated would have, the effect of disqualifying any of the Nominees. If any individual Nominee shall be unable to serve, this Notice shall continue to be effective with respect to the remaining Nominees and as to any replacement Nominee selected by the Shareholder. To the extent that the size of the Board of Directors is more than seven (7) or the number of directors up for election at the Company's 2008 annual meeting is more than two, then the Shareholder reserves the right to nominate additional nominees to be elected to the Company's Board of Directors at the annual meeting. Additional nominations made pursuant to the preceding sentence are without prejudice to the position of the Shareholder that any attempt to increase the size of the current Board of Directors or to reconfigure or reconstitute the classes on which the current directors serve constitutes an unlawful manipulation of the Company's corporate machinery. Sincerely, Riley Investment Partners Master Fund, L.P. By: Riley Investment Management, LLC, its General Partner By: /s/ Bryant Riley -------------------------------- Bryant R. Riley, Managing Member Attachments Enclosures EXHIBIT A NOMINEES FOR DIRECTOR BRYANT RILEY, age 41. Mr. Riley's principal occupation or employment is founder and Managing Member of Riley Investment Management LLC and founder and Chairman of B. Riley & Co., LLC, a Southern California-based brokerage and investment banking firm providing research and trading ideas primarily to institutional investors. Founded in 1997, B. Riley & Co., LLC also has offices in San Francisco, Newport Beach, New York and Philadelphia. Riley Investment Management LLC is an investment adviser, which provides investment management services, and is the general partner of Riley Investment Partners Master Fund, L.P. Mr. Riley serves on the board of directors of Aldila, Inc., Alliance Semiconductor Corporation, DDi Corp., and Kitty Hawk, Inc. Prior to 1997, Mr. Riley held a variety of positions in the brokerage industry, primarily as an institutional salesman and trader. From October 1993 to January 1997 he was a co-head of Equity at Dabney-Resnick, Inc., a Los Angeles-based brokerage firm. From 1991 to 1993 he was a co-founder of Huberman-Riley, a Texas-based brokerage firm. Mr. Riley graduated from Lehigh University in 1989 with a B.S. in finance. Mr. Riley's business address is Riley Investment Management LLC, 11100 Santa Monica Blvd., Suite 810, Los Angeles, CA 90025. MELVIN KEATING, age 61. Mr. Keating's principal occupation or employment is President and CEO of Alliance Semiconductor Corporation since March 2006. Mr. Keating serves on the board of directors of LCC International and Kitty Hawk, Inc. Prior to March 2006, Mr. Keating served as Interim President and Chief Executive Officer of Alliance Semiconductor Corporation from December 2005 to March 2006, and served as its Interim Chief Financial Officer from December 1, 2005 until January 13, 2006. Prior to that, Mr. Keating served as a special consultant to Alliance Semiconductor Corporation beginning in October 2005, reporting directly to its board of directors. Before joining Alliance Semiconductor Corporation, Mr. Keating served as Executive Vice President, Chief Financial Officer and Treasurer of Quovadx, Inc. from April 2004 to September 2005. From 1997 to 2004, Mr. Keating served as a strategy consultant to Warburg Pincus Equity Partners, a private equity and venture capital firm, where he sourced deals and performed due diligence. Mr. Keating holds two Masters degrees from the University of Pennsylvania, Wharton School. Mr. Keating's business address is Alliance Semiconductor Corporation, 4633 Old Ironsides Dr., Suite 240, Santa Clara, CA 95054. None of the above Nominees is employed by the Company. All of the above Nominees are citizens of the United States. None of the above Nominees, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) within the past ten years or, within the past five years, (i) 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 activities subject to, federal or state securities laws, or finding any violation with respect to such laws; (ii) was a party to a civil proceeding which ultimately mandated activities that were subject to federal securities laws; or (iii) was a party to any proceeding under federal bankruptcy laws, state insolvency laws or any other proceeding described in Item 401(f) of Regulation S-K. None of the above Nominees, except as shown in this Notice, or, with respect to items (i), (vii) and (viii) of this paragraph, any associate or any member of the immediate family (as defined for purposes of Item 404(a) of Regulation S-K) of the foregoing persons (i) owns beneficially, directly or indirectly, any securities of the Company; (ii) owns beneficially, directly or indirectly, any securities of any parent or subsidiary of the Company; (iii) owns any securities of the Company of record but not beneficially; (iv) has purchased or sold any securities of the Company within the past two years; (v) has incurred indebtedness for the purpose of acquiring or holding securities of the Company (other than pursuant to margin or leverage in the ordinary course); (vi) is or has within the past year been a party to any contract, arrangement or understanding with respect to any securities of the Company; (vii) since the beginning of the Company's last fiscal year has been indebted to the Company or any of its subsidiaries in excess of $120,000; or (viii) has any arrangement or understanding with respect to future employment by the Company or with respect to any future transactions to which the Company or any of its affiliates will or may be a party. In addition, except as set forth in this Notice, none of the Nominees, any associates or members of the immediate family of the foregoing persons, has, had or is to have a direct or indirect material interest in any transaction or proposed transaction with the Company in which the amount involved exceeds $120,000, since the beginning of the Company's last fiscal year. None of the above Nominees, since the beginning of the Company's last fiscal year, has been affiliated (as an officer, director, ten percent owner or otherwise) with (i) any entity that made or received, or during the Company's current fiscal year proposes to make or receive, payments to or from the Company or its subsidiaries for property or services in excess of five percent of either the Company's or such entity's consolidated gross revenues for its last full fiscal year; or (ii) any entity to which the Company or its subsidiaries were indebted at the end of the Company's last full fiscal year in an aggregate amount exceeding five percent of the Company's total consolidated assets at the end of such year. None of the above Nominees are, or during the Company's last fiscal year have been, affiliated in any way with any law or investment banking firm that has performed or proposes to perform legal or investment banking services for the Company. None of the corporations or organizations in which the above Nominees have conducted their principal occupation or employment was a parent, subsidiary or other affiliate of the Company, and the Nominees do not hold any position or office with the Company or have any family relationship with any executive officer or director of the Company nor have they been involved in any proceedings, legal or otherwise, of the type required to be disclosed in a proxy statement relating to the Company by the SEC's proxy rules. A-2 Riley Investment Partners Master Fund, L.P. and Riley Investment Management LLC, derivatively on behalf of the Company, has sued John Horsley, Richard Barnes, Lester Crduele, Robert Dickinson, Murray Goldman, William Tai, T. Peter Thomas, Rick Timmins and Sujan Jain and the Company, as nominal defendant, in a shareholder derivative action for breach of fiduciary duty, gross mismanagement, waste of corporate assets and abuse of control. The following are the number of shares of Common Stock beneficially owned by each of the above Nominees as of the date of the Notice: NUMBER OF SHARES OF COMMON NAME STOCK BENEFICIALLY OWNED ---- ------------------------ Bryant R. Riley* 1,065,633 Melvin Keating 0 * Includes 347,943 shares beneficially owned by Riley Investment Partners Master Fund, L.P., 1,000 of which are held of record. Includes 132,829 shares owned by investment advisory clients of Riley Investment Management LLC, over which shares Riley Investment Management LLC has sole voting and dispositive power. Includes 510,715 shares owned by investment advisory clients of Riley Investment Management LLC, 500,861 of which are held in managed accounts indirectly affiliated with Mr. Riley or Riley Investment Partners Master Fund, L.P., over which shares Riley Investment Management LLC has shared voting and dispositive power; Mr. Riley disclaims beneficial ownership of the non-affiliated shares. Includes 29,000 shares beneficially owned by B. Riley & Co., LLC and 50,000 shares held by an indirectly affiliated managed account of B. Riley & Co., LLC. Mr. Riley is the sole indirect equity owner of Chairman of B. Riley & Co., LLC. Includes 5,000 shares beneficially owned by B. Riley & Co. Retirement Trust, of which Mr. Riley is the trustee. The address of B. Riley & Co., LLC and B. Riley & Co. Retirement Trust is 11100 Santa Monica Blvd., Suite 800, Los Angeles, CA 90025. The address of the other entities is 11100 Santa Monica Blvd., Suite 810, Los Angeles, CA 90025. The following is a list of transactions in Common Stock by the Nominees and certain other persons during past two years. NAME TRANS CODE QUANTITY PRICE TRADE DATE - ---- ---------- -------- ----- ---------- Riley Investment Partners Master Fund, L.P. SL (8,736) 14.8914 10/24/2007 BY 318,138 13.8473 10/24/2007 BY 20,700 13.3273 10/26/2007 BY 10,000 13.42 10/30/2007 BY 21,987 12.8654 11/2/2007 BY 276 12.35 11/6/2007 SL (100,000) 11.52 11/8/2007 A-3 NAME TRANS CODE QUANTITY PRICE TRADE DATE - ---- ---------- -------- ----- ---------- BY 33,697 11.8972 11/16/2007 BY 50,774 11.9654 11/19/2007 SL (75,000) 12.2 11/20/2007 BY 1,592 12.65 11/28/2007 BY 43,649 13.3802 12/12/2007 BY 29,500 13.3822 12/13/2007 BY 1,800 13.41 12/14/2007 BY 19,656 13.41 12/17/2007 BY 5,000 13.66 12/31/2007 BY 4,088 12.65 1/11/2008 SL (4,700) 12.6357 1/16/2008 BY 2,500 12.4 1/22/2008 SL (77,766) 12.58 1/24/2008 SL (64,026) 12.62 1/28/2008 BY 21,321 13.5 2/13/2008 SL (70,000) 13.72 2/15/2008 BY 50,000 12.88 2/26/2008 BY 27,400 12.8944 2/27/2008 BY 51,290 12.4829 3/3/2008 BY 8,710 12.45 3/4/2008 BY 4,300 12.37 3/5/2008 SL (1,368) 13.15 3/11/2008 SL (1,004) 14 3/17/2008 SL (15,588) 14.0013 3/18/2008 BY 14,550 12.8162 3/19/2008 BY 5,450 12.5 3/20/2008 BY 3,700 12.6 3/25/2008 SL (1,260) 13.5 3/26/2008 BY 5,682 12.5916 3/26/2008 SL (6,460) 13.5005 3/27/2008 BY 6,460 12.92 3/27/2008 BY 4,292 12.6 3/28/2008 SL (10,119) 14.125 4/2/2008 SL (5,584) 14.75 4/16/2008 BY 16,531 14.2667 4/30/2008 BY 18,921 13.8055 5/7/2008 SL (12,410) 15.2508 5/14/08 RIM Investment Advisory Clients BY 11,648 13.8473 10/24/2007 SL (320) 14.8914 10/24/2007 BY 31,940 13.8473 10/24/2007 SL (877) 14.8914 10/24/2007 BY 187,507 13.4943 10/25/2007 BY 805 12.8654 11/2/2007 BY 2,208 12.8654 11/2/2007 BY 14 12.35 11/6/2007 A-4 NAME TRANS CODE QUANTITY PRICE TRADE DATE - ---- ---------- -------- ----- ---------- BY 21 12.35 11/6/2007 BY 7,281 11.3 11/8/2007 BY 100,000 11.52 11/8/2007 BY 3,238 11.5504 11/9/2007 BY 1,619 11.8972 11/16/2007 BY 2,597 11.8972 11/16/2007 BY 75,000 12.2 11/20/2007 BY 5,395 13.3802 12/12/2007 BY 77,766 12.58 1/24/2008 BY 64,026 12.62 1/28/2008 BY 70,000 13.72 2/15/2008 BY 28,679 13.5 2/19/2008 SL (32) 13.15 3/11/2008 BY 245 12.6 3/28/2008 BY 418 12.6 3/28/2008 SL (312) 14.125 4/2/2008 SL (576) 14.125 4/2/2008 SL (14,781) 14.125 4/2/2008 SL (2,310) 14.125 4/2/2008 SL (1,902) 14.125 4/2/2008 SL (353) 15.2508 5/14/08 SL (649) 15.2508 5/14/08 SL (2,606) 15.2508 5/14/08 SL (2,145) 15.2508 5/14/08 B. Riley & Co., LLC BY 7,000 13.51 2/12/2008 BY 7,000 13.52 2/12/2008 BY 7,000 13.51 2/12/2008 BY 7,000 13.52 2/12/2008 BY (7,000) 13.52 2/12/2008 BY (7,000) 13.51 2/12/2008 SL (14,000) 13.515 2/19/2008 BY 14,000 13.515 2/19/2008 BY 13 13.4 2/20/2008 BY 41 13.4 2/20/2008 BY 100 13.4 2/20/2008 BY 100 13.4 2/20/2008 BY 200 13.4 2/20/2008 BY 300 13.4 2/20/2008 BY 659 13.4 2/20/2008 BY 687 13.4 2/20/2008 BY 700 13.4 2/20/2008 BY 700 13.4 2/20/2008 BY 1,940 13.4 2/20/2008 BY 3,600 13.4 2/20/2008 BY 5,960 13.4 2/20/2008 A-5 NAME TRANS CODE QUANTITY PRICE TRADE DATE - ---- ---------- -------- ----- ---------- B. Riley Managed Account BY 25,000 11.95 11/9/2007 BY 25,000 12.79 11/27/2007 B. Riley & Co. Retirement Trust BY 5,000 13.0548 3/17/2008
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