0001383838-14-000002.txt : 20140121 0001383838-14-000002.hdr.sgml : 20140120 20140121164548 ACCESSION NUMBER: 0001383838-14-000002 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20140121 DATE AS OF CHANGE: 20140121 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: UTSTARCOM HOLDINGS CORP. CENTRAL INDEX KEY: 0001030471 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATIONS EQUIPMENT, NEC [3669] IRS NUMBER: 521782500 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-60651 FILM NUMBER: 14538407 BUSINESS ADDRESS: STREET 1: 52-2 BLDG. BDA INTL ENTERPRISE AVE STREET 2: NO. 2 JINGYUAN NORTH ST. DAXING DISTRICT CITY: BEIJING STATE: F4 ZIP: 100176 BUSINESS PHONE: 86 (10) 85205588 MAIL ADDRESS: STREET 1: 52-2 BLDG. BDA INTL ENTERPRISE AVE STREET 2: NO. 2 JINGYUAN NORTH ST. DAXING DISTRICT CITY: BEIJING STATE: F4 ZIP: 100176 FORMER COMPANY: FORMER CONFORMED NAME: UTSTARCOM INC DATE OF NAME CHANGE: 19970110 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SHAH CAPITAL MANAGEMENT CENTRAL INDEX KEY: 0001383838 IRS NUMBER: 201804775 STATE OF INCORPORATION: NC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 8601 SIX FORKS ROAD STREET 2: SUITE 630 CITY: RALEIGH STATE: NC ZIP: 27615 BUSINESS PHONE: 919 719 6360 MAIL ADDRESS: STREET 1: 8601 SIX FORKS ROAD STREET 2: SUITE 630 CITY: RALEIGH STATE: NC ZIP: 27615 SC 13D/A 1 schedule13damendedten.txt AMENDING 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO.10) SCHEDULE 13D/A UTSTARCOM HOLDINGS CORP (Name of Issuer) Common Stock (Title of Class of Securities) 918076100 (CUSIP Number) Shah Capital Management 8601 Six Forks Road, Suite 630 Raleigh, NC 27615 Tel. No.: (919) 719-6360 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 17, 2014 (Date of Event Which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of 240.13d 1(e), 240.13d 1(f) or 240.13d 1(g), check the following box. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 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). (1) Names of reporting persons: Shah Capital Management (2) Check the appropriate box if a member of a group: (a) (b) (3) SEC use only (4) Source of funds (see instructions) OO (5) Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) of Schedule 13D N/A (6) Citizenship or place of organization NORTH CAROLINA Number of shares beneficially owned by each reporting person with: (7) Sole voting power 0 (8) Shared voting power 7,543,496 (9) Sole dispositive power 0 (10) Shared dispositive power 7,543,496 (11) Aggregate amount beneficially owned by each reporting person 7,543,496 (12) Check if the aggregate amount in Row (11) excludes certain shares (see instructions) N/A (13) Percent of class represented by amount in Row (11) 21.02% (14) Type of reporting person (see instructions) IA (1) Names of reporting persons: Shah Capital Opportunity Fund LP (2) Check the appropriate box if a member of a group: (a) (b) (3) SEC use only (4) Source of funds (see instructions) OO (5) Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) of Schedule 13D 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 6,426,057 (9) Sole dispositive power 0 (10) Shared dispositive power 6,426,057 (11) Aggregate amount beneficially owned by each reporting person 6,426,057 (12) Check if the aggregate amount in Row (11) excludes certain shares (see instructions) N/A (13) Percent of class represented by amount in Row (11) 17.90% (14) Type of reporting person (see instructions) PN (1) Names of reporting persons: Himanshu H. Shah (2) Check the appropriate box if a member of a group: (a) (b) (3) SEC use only (4) Source of funds (see instructions) PF (5) Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) of Schedule 13D N/A (6) Citizenship or place of organization UNITED STATES Number of shares beneficially owned by each reporting person with: (7) Sole voting power 311,333 (8) Shared voting power 7,854,829 (9) Sole dispositive power 311,333 (10) Shared dispositive power 7,854,829 (11) Aggregate amount beneficially owned by each reporting person 7,854,829 (12) Check if the aggregate amount in Row (11) excludes certain shares (see instructions) N/A (13) Percent of class represented by amount in Row (11) 21.88% (14) Type of reporting person (see instructions) IN SCHEDULE 13D Item 1. Security and Issuer Common Stock of UTSTARCOM HOLDINGS CORP. UTSTARCOM HOLDINGS CORP 52-2 Building, BDA International Enterprise Avenue No. 2 Jingyuan North Street Daxing District, Beijing 100176 Item 2. Identity and Background (a). Name: SHAH CAPITAL MANAGEMENT. (b). Business Address: 8601 Six Forks Road, Suite 630, Raleigh, NC 27615 (c). Principal business: Asset management (d). During the last five years, the reporting person has not been convicted in a criminal proceeding. (e). During the last five years, the reporting person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction. (f). N/A Item 3. Source and Amount of Funds or Other Consideration In making the purchases of the shares of Common Stock, the reporting person uses the assets under management. Item 4. Purpose of the Transaction The reporting person values the issuer as a good investment. Item 5. Interest in Securities of the Issuer (a) Aggregate number of shares owned: (b) Percentage of class of securities owned: (c) Number of Shares to which reporting person has: (i) Sole Voting Power (ii) Shared Voting Power (iii) Sole Dispositive Power (iv) Shared Dispositive Power SCM Shah Capital Opportunity Himanshu Fund LP (a) 7,543,496 6,426,057 7,854,829 (b) 21.01% 17.90% 21.88% (i) N/A N/A 311,333 (ii) 7,543,496 6,426,057 7,854,829 (iii) N/A N/A 311,333 (iv) 7,543,496 6,426,057 7,854,829 (c) The Reporting Person has not effected any transactions relating to the Ordinary Shares during the past sixty (60) days (d) to (e). Not Applicable Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer Not Applicable Item 7. Material to be Filed as Exhibits Purchase and Sale Agreement 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: January 21, 2014 Signature: Himanshu H. Shah/Sd. Name/Title: Himanshu H. Shah, President and CIO EX-1 2 purchaseandsaleagreement.txt EXECUTED AGREEMENT PURCHASE AND SALE AGREEMENT This Purchase and Sale Agreement (this Agreement), dated as of January 17 2014 is among UTStarcom Holdings Corp a company incorporated in the Cayman Islands (the Company) and Shah Capital Opportunity Fund LP (together with the Company, the Purchasers and each a Purchaser), and SoftBank America Inc a company incorporated in Delaware (the Seller). WHEREAS, on the terms and conditions set forth in this Agreement, the Seller desires to sell, and the Purchasers desire to purchase an aggregate number of 4,883,875 ordinary shares, par value US$0.00375 per share, of the Company (the Ordinary Shares or the Securities). NOW THEREFORE, the parties hereby agree as follows: SECTION I PURCHASE AND SALE OF SECURITIES 1.01 Sale of Securities. The Seller hereby agrees to sell, assign, transfer and deliver to each Purchaser, and each Purchaser hereby agrees to purchase from the Seller, such number of Ordinary Shares set forth opposite each Purchasers name in Schedule A hereto, on the Closing Date and pursuant to and in accordance with the terms and conditions set forth in this Agreement. 1.02 Purchase Price. (a) In full consideration of the sale of all of the Ordinary Shares by the Seller, each Purchaser shall pay to the Seller on the Closing Date an aggregate amount equal to (i) $2.54 per share in U.S. dollars multiplied by (ii) the number of Ordinary Shares set forth opposite each Purchasers name in Schedule A hereto (the Aggregate Purchase Price). (b) The Aggregate Purchase Price payable to the Seller on the Closing Date shall be paid by each of the Purchasers via wire transfer of immediately available funds in U.S. dollars to an account designated by the Seller. 1.03 Closing. The closing of the purchase and sale of the Ordinary Shares (the Closing) will take place at 10:00 a.m. (United States Eastern time) on January 17, 2014, or at such other time and date as the parties hereto may agree (the Closing Date). At the Closing, the Seller will deliver to the Purchasers share transfer forms with respect to the Ordinary Shares being sold by the Seller to such Purchaser, against payment to the Seller of the Aggregate Purchase Price in accordance with Section 1.02 of this Agreement. SECTION II REPRESENTATIONS AND WARRANTIES OF THE SELLERS 2.01 In order to induce the Purchasers to purchase the Securities, the Seller represents and warrants to the Purchasers as follows: (a) Existence. The Seller is duly organized and validly existing under the laws of the jurisdiction of its formation, and has full power and authority to sell the Securities being sold by the Seller and to enter into and perform its obligations under this Agreement. (b) Authorization. The execution and delivery of this Agreement by the Seller and the consummation by the Seller of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of the Seller. No consent, approval, license from, or exemption of (other than exemptions from applicable federal and state securities laws), and no registration, qualification, designation, declaration or filing with (other than applicable filings pursuant to Sections 13 and 16 of the Securities Exchange Act of 1934, as amended (the Exchange Act)), any court or governmental department, commission, board, bureau, agency or instrumentality, or any other party, which has not been obtained as of the date hereof, is or will be necessary for the valid execution and delivery by the Seller of this Agreement or the consummation by the Seller of the transactions contemplated by this Agreement. (c) No Conflict with Other Instruments. Neither the execution and delivery by the Seller of this Agreement, the consummation by the Seller of the transactions contemplated by this Agreement, nor the compliance by the Seller with the terms and conditions of this Agreement, will (i) violate any provision of the Sellers organizational documents, as amended to date; (ii) to its knowledge, violate or conflict with or result in a breach of any law, regulation, order, writ, injunction or decree of any court, arbitrator or governmental instrumentality to which the Seller is bound; or (iii) violate or be in conflict with,or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or entitle any party to terminate any or all of the provisions of, or cause the acceleration of or entitle any party to accelerate the performance required by, or cause the acceleration of or entitle any party to accelerate the maturity of any debt or obligation pursuant to, any contract, agreement, arrangement, commitment or restriction of any kind to which the Seller is a party or by which the Seller is bound. (d) Validity and Binding Effect. This Agreement has been duly and validly executed and delivered by the Seller; and this Agreement constitutes the legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms, except as the enforceability of this Agreement may be limited by bankruptcy, insolvency or other similar laws of general application affecting the enforceability of creditors rights generally, or by general principles of equity. (e) Title to Securities. The Seller owns the Securities being sold by it to the Purchasers free and clear of all liens, other than restrictions imposed under applicable securities laws and restrictions created by the Company or imposed by the Companys constitutive documents then in effect. (f) Litigation. There is no (i) action, suit, claim, proceeding or investigation pending or, to the Sellers knowledge, threatened against or affecting, the Seller, at law or in equity, or before or by any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, (ii) arbitration proceeding relating to the Seller, or (iii) governmental inquiry pending, or to the Sellers knowledge threatened, against or affecting the Seller, any of which, as it relates to clauses (i), (ii) and (iii), if adversely determined, would invalidate or prevent the performance by the Seller of the transactions contemplated by this Agreement. 2.02 No Other Representations or Warranties. Except for the representations and warranties contained in Section 2.01, the Seller makes no express or implied representation or warranty to the Purchasers. SECTION III REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS 3.01 In order to induce the Seller to sell the Securities, each Purchaser represents and warrants to the Seller as follows: (a) Existence and Good Standing. The Purchaser is duly organized and validly existing under the laws and regulations of its jurisdiction, and has full power and authority to acquire the Securities and to enter into and perform its obligations under this Agreement. (b) Authorization. The execution and delivery of this Agreement by the Purchaser and the consummation by the Purchaser of the transactions contemplated by this Agreement have been duly authorized and approved by all necessary corporate action on the part of the Purchaser. No consent, approval, license from, or exemption of (other than exemptions from applicable federal and state securities laws), and no registration, qualification, designation,declaration or filing with (other than applicable filings pursuant to Sections 13 and 16 of the Exchange Act), any court or governmental department, commission, board, bureau, agency or instrumentality, or any other party, which has not been obtained as of the date hereof, is or will be necessary for the valid execution and delivery by the Purchaser of this Agreement or the consummation by the Purchaser of the transactions contemplated by this Agreement. (c) No Conflict with Other Instruments. The execution and delivery by the Purchaser of this Agreement, the consummation by the Purchaser of the transactions contemplated by this Agreement and the compliance by the Purchaser with the terms and conditions by this Agreement, will not (i) violate any provision of the Purchasers constitutive documents; (ii) to its knowledge, violate or conflict with or result in a breach of any law, regulation, order, writ, injunction or decree of any court, arbitrator or governmental instrumentality to which the Purchaser is bound; or (iii) violate or be in conflict with, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or entitle any party to terminate any or all of the provisions of, or cause the acceleration of or entitle any party to accelerate the performance required by, or cause the acceleration of or entitle any party to accelerate the maturity of any debt or obligation pursuant to, any contract, agreement, arrangement, commitment or restriction of any kind to which the Purchaser is a party or by which the Purchaser is bound. (d) Validity and Binding Effect. This Agreement has been duly and validly executed and delivered by the Purchaser, and this Agreement constitutes the legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency or other similar laws of general application affecting the enforceability of creditors rights generally, or by general principles of equity. The Purchaser has adequate surplus or other available capital, as applicable, to effect the purchase of the Securities in accordance with the terms and conditions of this Agreement. (e) Litigation. There is no (i) action, suit, claim, proceeding or investigation pending or, to the Purchasers knowledge, threatened against or affecting, the Purchaser, at law or in equity, or before or by any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, (ii) arbitration proceeding relating to the Purchaser, or (iii) governmental inquiry pending, or to the Purchasers knowledge threatened, against or affecting the Purchaser, any of which, as it relates to clauses (i), (ii) and (iii), if adversely determined, would invalidate or prevent the performance by the Purchaser of the transactions contemplated by this Agreement. (f) Purchase for Own Account. Each Purchaser represents that it is acquiring the Securities solely for the Purchasers own account not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same. 3.02 No Other Representations or Warranties. Except for the representations and warranties contained in Section 3.01, the Purchasers make no express or implied representation or warranty to the Seller. SECTION IV MISCELLANEOUS 4.01 Survival. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the closing of the transactions contemplated hereby for a period of 12 months after the Closing. All covenants and other agreements of the parties contained herein shall survive the execution and delivery of this Agreement and the closings of the transactions contemplated hereby until fully performed or fulfilled. 4.02 Agreement; Amendments. This Agreement sets forth the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior agreements between them, whether written or oral, with respect to its subject matter. Any amendment, supplement or modification of or to any provision of this Agreement, any waiver of any provision of this Agreement, and any consent to any departure by the Purchasers or the Seller from the terms of any provision of this Agreement, shall be effective (i) only if it is made or given in writing and signed by the Purchasers and the Seller, and (ii) only in the specific instance and for the specific purpose for which made or given. Neither the Purchasers nor the Seller shall assign any of its rights or obligations under this Agreement without the written consent of the other parties hereto. 4.03 Fees and Expenses. Each of the parties hereto shall pay its own fees and expenses incurred in connection with this Agreement or otherwise. 4.04 Public Announcements. Except as required by law or regulation, no party shall make any public announcements in respect of this Agreement or the transactions contemplated hereby or otherwise communicate with any news media without the prior written consent of the other parties, and the parties shall cooperate as to the timing and contents of any such announcement. Notwithstanding the foregoing, the Seller may disclose this Agreement and the transactions contemplated hereby to the extent such details have been disclosed in accordance with the beneficial ownership reporting requirements under the United States securities laws. 4.05 Governing Law. This Agreement and the rights and obligations of the parties under it shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, without giving effect to the rules and principles of conflicts of laws thereof. 4.06 Counterparts; Facsimile Execution. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, but all of which together shall constitute one and the same instrument. For purposes of this Agreement, a document (or signature page thereto) signed and transmitted by email or facsimile is to be treated as an original document. Sd William Wong Chief Executive Officer Sd Shah Capital Opportunity Fund LP Himanshu H. Shah Managing Member, President and CIO Sd Softbank Amerinca Inc Steven Murray Vice President and Treasurer Schedule A Name Shares to be Purchased UTStarcom Holdings Corp. 3,883,875 Shah Capital Opportunity Fund LP 1,000,000