0000921895-15-002590.txt : 20151118 0000921895-15-002590.hdr.sgml : 20151118 20151118172500 ACCESSION NUMBER: 0000921895-15-002590 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20151118 DATE AS OF CHANGE: 20151118 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EZCHIP SEMICONDUCTOR LTD CENTRAL INDEX KEY: 0000892534 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER COMMUNICATIONS EQUIPMENT [3576] IRS NUMBER: 000000000 STATE OF INCORPORATION: L3 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-59319 FILM NUMBER: 151241628 BUSINESS ADDRESS: STREET 1: 1 HATAMAR STREET STREET 2: PO BOX 527 CITY: YOKNEAM STATE: L3 ZIP: 20692 BUSINESS PHONE: (972)(4) 959-6666 MAIL ADDRESS: STREET 1: 1 HATAMAR STREET STREET 2: PO BOX 527 CITY: YOKNEAM STATE: L3 ZIP: 20692 FORMER COMPANY: FORMER CONFORMED NAME: EZchip Semiconductor Ltd DATE OF NAME CHANGE: 20080730 FORMER COMPANY: FORMER CONFORMED NAME: LANOPTICS LTD DATE OF NAME CHANGE: 20000718 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Raging Capital Management, LLC CENTRAL INDEX KEY: 0001444376 IRS NUMBER: 204306350 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: TEN PRINCETON AVENUE STREET 2: PO BOX 228 CITY: ROCKY HILL STATE: NJ ZIP: 08553-0228 BUSINESS PHONE: 6099100954 MAIL ADDRESS: STREET 1: TEN PRINCETON AVENUE STREET 2: PO BOX 228 CITY: ROCKY HILL STATE: NJ ZIP: 08553-0228 SC 13D/A 1 sc13da507738058_11122015.htm AMENDMENT NO. 5 TO SCHEDULE 13D sc13da507738058_11122015.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)

(Amendment No. 5)1

EZchip Semiconductor Ltd.
(Name of Issuer)

Ordinary Shares, par value NIS 0.02 per share
(Title of Class of Securities)

M4146Y108
(CUSIP Number)
 
STEVE WOLOSKY, ESQ.
OLSHAN FROME WOLOSKY LLP
Park Avenue Tower
65 East 55th Street
New York, New York 10022
(212) 451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

November 17, 2015
(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 § 240.13d-7 for other parties to whom copies are to be sent.


_______________
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. M4146Y108
 
1
NAME OF REPORTING PERSON
 
Raging Capital Master Fund, Ltd.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
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
 
2,169,595
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
2,169,595
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,169,595
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
7.2%
14
TYPE OF REPORTING PERSON
 
CO

 
2
 
CUSIP NO. M4146Y108
 
1
NAME OF REPORTING PERSON
 
Raging Capital Management, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
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
 
2,169,595
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
2,169,595
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,169,595
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
7.2%
14
TYPE OF REPORTING PERSON
 
IA

 
3
 
CUSIP NO. M4146Y108
 
1
NAME OF REPORTING PERSON
 
William C. Martin
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
2,169,595
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
2,169,595
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,169,595
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
7.2%
14
TYPE OF REPORTING PERSON
 
IN

 
4
 
CUSIP NO. M4146Y108
 
1
NAME OF REPORTING PERSON
 
Paul K. McWilliams
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
PF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
4,000
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
4,000
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
4,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 1%
14
TYPE OF REPORTING PERSON
 
IN

 
5
 
CUSIP NO. M4146Y108
 
1
NAME OF REPORTING PERSON
 
Kenneth H. Traub
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
 
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
PF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
10,000
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
10,000
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
10,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 1%
14
TYPE OF REPORTING PERSON
 
IN

 
6
 
CUSIP NO. M4146Y108
 
The following constitutes Amendment No. 5 to the Schedule 13D filed by the undersigned (“Amendment No. 5”).  This Amendment No. 5 amends the Schedule 13D as specifically set forth herein.

Item 3.
Source and Amount of Funds or Other Consideration.
 
Item 3 is hereby amended and restated to read as follows:
 
The aggregate purchase price of the 2,169,595 Ordinary Shares owned directly by Raging Master is approximately $36,859,480, including brokerage commissions.  Such Ordinary Shares were acquired with the working capital of Raging Master.
 
Raging Master effects purchases of securities primarily through margin accounts maintained for it with prime brokers, which may extend margin credit to it 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.
 
The aggregate purchase price of the 4,000 Ordinary Shares owned directly by Paul K. McWilliams is approximately $77,147, including brokerage commissions.  Such Ordinary Shares were acquired with personal funds.
 
The aggregate purchase price of the 10,000 Ordinary Shares owned directly by Kenneth H. Traub is approximately $243,297, including brokerage commissions.  Such Ordinary Shares were acquired with personal funds.
 
Item 4.
Purpose of Transaction.
 
Item 4 is hereby amended to add the following:
 
On November 17, 2015, Raging Capital issued a press release commenting on the Issuer’s recent postponement of the shareholder vote on the Issuer’s proposed sale to Mellanox Technologies, Ltd. The press release is attached as an exhibit hereto and incorporated herein by reference.
 
Item 5.
Interest in Securities of the Issuer.
 
Items 5(a) – (c) are hereby amended and restated to read as follows:
 
(a)           The aggregate percentage of Ordinary Shares reported owned by each person named herein is based upon 29,961,616 Ordinary Shares outstanding as of October 12, 2015, which is the total number of Ordinary Shares outstanding as reported in Exhibit 99.1 to the Issuer’s Form 6-K filed with the Securities and Exchange Commission on October 13, 2015.
 
 
 
7
 
CUSIP NO. M4146Y108
 
As of the close of business on the date hereof, Raging Master directly owned 2,169,595 Ordinary Shares, constituting approximately 7.2% of the Ordinary Shares outstanding.  By virtue of their relationships with Raging Master discussed in further detail in Item 2, each of Raging Capital and William C. Martin may be deemed to beneficially own the Ordinary Shares directly owned by Raging Master.
 
As of the close of business on the date hereof, Paul K. McWilliams directly owned 4,000 Ordinary Shares, constituting less than 1% of the Ordinary Shares outstanding.
 
As of the close of business on the date hereof, Kenneth H. Traub directly owned 10,000 Ordinary Shares, constituting less than 1% of the Ordinary Shares outstanding.
 
Each of the Reporting Persons, as a member of a “group” with the other Reporting Persons for purposes of Rule 13d-5(b)(1) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), may be deemed to beneficially own the securities of the Issuer owned by the other Reporting Persons.  The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Exchange Act, the beneficial owners of any securities of the Issuer he or it does not directly own.  Each of the Reporting Persons specifically disclaims beneficial ownership of the securities of the Issuer reported herein that he or it does not directly own.
 
(b)           Raging Master may be deemed to share with Raging Capital and William C. Martin the power to vote and dispose of the Ordinary Shares directly owned by Raging Master.
 
Paul K. McWilliams has the sole power to vote and dispose of the Ordinary Shares directly owned by him.
 
Kenneth H. Traub has the sole power to vote and dispose of the Ordinary Shares directly owned by him.
 
(c)           Schedule B annexed hereto lists all transactions in the securities of the Issuer by the Reporting Persons since the filing of Amendment No. 4 to the Schedule 13D.  All of such transactions were effected in the open market.
 
Item 6.
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
 
Item 6 is hereby amended to add the following:
 
Raging Master has reduced its previously disclosed ownership of exchange-listed put options with an exercise price of $25.00 per Ordinary Share expiring on November 20, 2015 (“November Put Options”).  As a result, Raging Master now owns November Put Options referencing an aggregate of 564,000 Ordinary Shares.  Reference is made to Schedule B annexed hereto for Raging Master’s dispositions of November Put Options.  There have been no other changes to Raging Master’s ownership of derivative securities of the Issuer since the filing of the initial Schedule 13D.
 
Raging Capital entered into letter agreements with Messrs. McWilliams and Traub formalizing their compensation arrangements.  Copies of these letter agreements are attached as exhibits hereto and incorporated herein by reference.
 
Item 7.
Material to be Filed as Exhibits.
 
Item 7 is hereby amended to add the following exhibits:
 
 
99.1
Press Release, dated November 17, 2015.
 
 
99.2
Letter Agreement by and between Raging Capital Management, LLC and Paul K. McWilliams, dated November 12, 2015.
 
 
99.3
Letter Agreement by and between Raging Capital Management, LLC and Kenneth H. Traub, dated November 12, 2015.
 
 
8
 
CUSIP NO. M4146Y108
 
SIGNATURES
 
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
 
Dated:  November 18, 2015
Raging Capital Master Fund, Ltd.
   
 
By:
Raging Capital Management, LLC
Investment Manager
   
 
By:
/s/ Frederick C. Wasch
   
Name:
Frederick C. Wasch
   
Title:
Chief Financial Officer


 
Raging Capital Management, LLC
   
 
By:
/s/ Frederick C. Wasch
   
Name:
Frederick C. Wasch
   
Title:
Chief Financial Officer


 
/s/ Frederick C. Wasch
 
Frederick C. Wasch  as attorney-in-fact for William C. Martin

 
 
/s/ Paul K. McWilliams
 
Paul K. McWilliams


 
/s/ Kenneth H. Traub
 
Kenneth H. Traub

 
9
 
CUSIP NO. M4146Y108
 
SCHEDULE B

Transactions in the Securities of the Issuer Since the Filing of Amendment No. 4 to the Schedule 13D

Class of
Security
Securities
Purchased / (Sold)
 
Price ($)
Date of
Purchase / Sale

RAGING CAPITAL MASTER FUND, LTD.
 
Ordinary Shares
150,000
23.5801
11/09/2015
November 2015 Put Option
($25 Strike Price)
(2,927)
1.08
11/16/2015
November 2015 Put Option
($25 Strike Price)
(500)
0.35
11/17/2015
November 2015 Put Option
($25 Strike Price)
(1,185)
0.3405
11/18/2015

 
 EX-99.1 2 ex991to13da507738058_111215.htm PRESS RELEASE, DATED NOVEMBER 17, 2015 ex991to13da507738058_111215.htm
Exhibit 99.1
 
Raging Capital Comments on Shareholder Opposition to Proposed EZchip Merger
 
Establishment of a “Go Shop” Period is a Victory for EZchip Shareholders, But Greater Business Transparency is Required

Raging Capital Thanks Shareholders for Their Support in Opposing Undervalued Sale

 
ROCKY HILL, N.J., November 17, 2015 /PRNewswire/ -- Raging Capital Management, LLC (“Raging Capital”), the largest shareholder of EZchip Semiconductor Ltd. (NASDAQ: EZCH) (“EZchip” or the “Company”), owning approximately 7.2% of the ordinary shares outstanding, commented today on EZchip’s decision to postpone the shareholder vote on the Company’s proposed sale to Mellanox Technologies, Ltd. (NASDAQ: MLNX) (“Mellanox”) and to include a “Go Shop” provision in its agreement with Mellanox.
 
On November 12, 2015, the day of the Annual General Meeting, EZchip announced that it decided to postpone the vote on its proposed sale to Mellanox.  We believe EZchip postponed the vote because the Company did not obtain the requisite vote of shareholders to approve the ill-advised and undervalued $25.50 per share buyout offer.  Subsequently, EZchip entered into an amended Merger Agreement, which includes a provision to “go-shop” the Company to other potential buyers for thirty days as well as the elimination of the termination fee that would have been payable to Mellanox if EZchip terminates the Merger Agreement to enter into a superior proposal.  The lack of a Go Shop provision and the high termination fee in the Merger Agreement were both red flags that Raging Capital previously highlighted.
 
William C. Martin, Chairman and Chief Investment Officer of Raging Capital, stated, “We believe EZchip did not obtain the requisite vote to approve the sale to Mellanox at $25.50 per share and that a significant number of shareholders agreed that the offer drastically undervalued EZchip and its future prospects.  It is disappointing that EZchip decided not to count these votes, and instead, announced a postponement which we believe was solely intended to circumvent the will of the stockholders.”
 
“EZchip’s decision to amend the agreement with Mellanox to allow for a Go Shop provision supports our strong belief that the original process to sell EZchip was both flawed and incomplete. While we believe EZchip should not have entered into the contract with Mellanox to begin with, now that they have belatedly agreed to a Go Shop process, we intend to hold the Board and management accountable if this process is not conducted in a manner that gives other interested parties a full and fair opportunity to make superior proposals.”
 
Mr. Martin added, “We also call on EZchip to update its shareholders with a current list of NPS design wins and host a conference call with an open Q&A for all shareholders in order to provide appropriate transparency into the current state of the business.  Shareholders deserve additional information about the design wins with the three tier-one data center companies and the multiple additional tier-one and other customers in order to properly evaluate the long-term prospects of the business.  Up until now, we believe EZchip has downplayed the importance of these design wins as part of its campaign to push through the merger.  In order to conduct a full and fair sale process, EZchip must now be fully and completely transparent as to the Company’s design wins and future prospects.  To reiterate, we believe $25.50 materially undervalues EZchip and we do not believe that now is the right time to sell EZchip.”
 
Mr. Martin concluded by thanking EZchip shareholders for their support in opposing the undervalued $25.50 per share transaction and reiterated Raging Capital’s commitment to continue to fight for full and fair shareholder value.
 
Raging Capital will update its website www.EZCH-value.com with any new shareholder information as it becomes available.
 
Media Contact:
 
Hedge Fund Solutions, LLC
Damien Park, 215-325-0514
 

 

 
 EX-99.2 3 ex992to13da507738058_111215.htm MCWILLIAMS LETTER AGREEMENT, DATED NOVEMBER 12, 2015 ex992to13da507738058_111215.htm
Exhibit 99.2
 
RAGING CAPITAL MANAGEMENT, LLC
Ten Princeton Avenue
P.O. Box 228
Rocky Hill, NJ 08553

 
November 12, 2015
 
Paul K. McWilliams
8010 West 113th Terrace
Overland Park, Kansas 66210
 
Re:           EZchip Semiconductor Ltd.

Dear Mr. McWilliams:

This letter sets forth our mutual agreement with respect to compensation to be paid to you in connection with your agreement to be named and serve as a nominee of Raging Capital Master Fund, Ltd. (“Raging Master”) on behalf of itself and its affiliates for election as a director of EZchip Semiconductor Ltd. (the “Company”) at the Company’s 2015 Annual General Meeting of Shareholders, or any other meeting of shareholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof (the “General Meeting”).

In consideration of your agreement to be named and serve as a nominee of Raging Master for election as a director of the Company at the General Meeting, Raging Master will pay you $35,000 in cash promptly after the date hereof.  If, and only if, you are elected or appointed to serve as a director of the Company at the General Meeting or in connection with any settlement or similar understanding between Raging Capital Management, LLC (“Raging Capital”) and the Company with respect to the General Meeting, you hereby agree (i) to use such compensation to acquire securities of the Company (the “Nominee Shares”) at such time that you shall determine, but in any event no later than 60 days after your election or appointment as a director; provided, however, in the event you are unable to transact in the securities of the Company due to possession of material non-public information or any other limitation or restriction, you shall have 60 days from the first date that you can transact in the securities of the Company to acquire the Nominee Shares, and (ii) not to sell, transfer or otherwise dispose of any Nominee Shares within two (2) years of your election or appointment as a director; provided, however, that in the event the Company enters into any merger, consolidation, business combination, sale of substantially all its assets or similar transaction with or involving a third party (a “Liquidity Event”), you may sell, transfer or exchange the Nominee Shares in accordance with the terms of such Liquidity Event.
 
You acknowledge and agree that notwithstanding the existence of this letter agreement, you shall conduct your activities and make decisions in your capacity as a director of the Company completely independently of Raging Capital and its affiliates and nothing herein shall limit your ability to independently exercise your fiduciary duties as a director.
 
This letter agreement contains the entire agreement and understanding of the parties with respect to the subject matter hereof and supersedes any and all prior and contemporaneous agreements, memoranda, arrangements and understandings, both written and oral, between the parties with respect to the subject matter hereof, including, without limitation, prior understandings between the parties with respect to the subject matter hereof as previously disclosed by them in their respective public filings with the Securities and Exchange Commission.
 
This letter agreement shall be governed by the laws of the State of New York, without regard to the principles of the conflicts of laws thereof.  All disputes between the parties relating to or arising under this letter agreement shall be resolved by binding arbitration in New York County, New York, before a single arbitrator agreed upon by the parties in accordance with the rules of the American Arbitration Association (“AAA”).  The decision of the arbitrator shall be rendered in writing, shall be final and binding on both parties, shall not be appealable, and shall be enforceable in any court of competent jurisdiction.
 
 
 
 
 
This letter agreement shall bind and inure to the benefit of the parties’ heirs, successors and assigns.
 
This letter agreement may be executed in counterparts, each of which shall be deemed an original, and all of which, taken together, shall constitute one and the same instrument.
 
Very truly yours,
 
RAGING CAPITAL MANAGEMENT, LLC
(On Behalf of Itself and Raging Capital Master Fund, Ltd.)
 
By:
/s/ Frederick C. Wasch
Name:
Frederick C. Wasch
Title:
Chief Financial Officer
 

 
ACCEPTED AND AGREED:
 
 
/s/ Paul K. McWilliams
PAUL K. MCWILLIAMS

 

 EX-99.3 4 ex993to13da507738058_111215.htm TRAUB LETTER AGREEMENT, DATED NOVEMBER 12, 2015 ex993to13da507738058_111215.htm
Exhibit 99.3
 
RAGING CAPITAL MANAGEMENT, LLC
Ten Princeton Avenue
P.O. Box 228
Rocky Hill, NJ 08553

 
November 12, 2015
 
Kenneth H. Traub
c/o Ethos Management LLC
90 Nassau Street, Suite 500
Princeton, NJ 08542
 
Re:           EZchip Semiconductor Ltd.

Dear Mr. Traub:

This letter sets forth our mutual agreement with respect to compensation to be paid to you in connection with your agreement to be named and serve as a nominee of Raging Capital Master Fund, Ltd. (“Raging Master”) on behalf of itself and its affiliates for election as a director of EZchip Semiconductor Ltd. (the “Company”) at the Company’s 2015 Annual General Meeting of Shareholders, or any other meeting of shareholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof (the “General Meeting”).

In consideration of your agreement to be named and serve as a nominee of Raging Master for election as a director of the Company at the General Meeting, Raging Master will pay you $35,000 in cash promptly after the date hereof.  If, and only if, you are elected or appointed to serve as a director of the Company at the General Meeting or in connection with any settlement or similar understanding between Raging Capital Management, LLC (“Raging Capital”) and the Company with respect to the General Meeting, you hereby agree (i) to use such compensation to acquire securities of the Company (the “Nominee Shares”) at such time that you shall determine, but in any event no later than 60 days after your election or appointment as a director; provided, however, in the event you are unable to transact in the securities of the Company due to possession of material non-public information or any other limitation or restriction, you shall have 60 days from the first date that you can transact in the securities of the Company to acquire the Nominee Shares, and (ii) not to sell, transfer or otherwise dispose of any Nominee Shares within two (2) years of your election or appointment as a director; provided, however, that in the event the Company enters into any merger, consolidation, business combination, sale of substantially all its assets or similar transaction with or involving a third party (a “Liquidity Event”), you may sell, transfer or exchange the Nominee Shares in accordance with the terms of such Liquidity Event.
 
You acknowledge and agree that notwithstanding the existence of this letter agreement, you shall conduct your activities and make decisions in your capacity as a director of the Company completely independently of Raging Capital and its affiliates and nothing herein shall limit your ability to independently exercise your fiduciary duties as a director.
 
This letter agreement contains the entire agreement and understanding of the parties with respect to the subject matter hereof and supersedes any and all prior and contemporaneous agreements, memoranda, arrangements and understandings, both written and oral, between the parties with respect to the subject matter hereof, including, without limitation, prior understandings between the parties with respect to the subject matter hereof as previously disclosed by them in their respective public filings with the Securities and Exchange Commission.
 
This letter agreement shall be governed by the laws of the State of New York, without regard to the principles of the conflicts of laws thereof.  All disputes between the parties relating to or arising under this letter agreement shall be resolved by binding arbitration in New York County, New York, before a single arbitrator agreed upon by the parties in accordance with the rules of the American Arbitration Association (“AAA”).  The decision of the arbitrator shall be rendered in writing, shall be final and binding on both parties, shall not be appealable, and shall be enforceable in any court of competent jurisdiction.
 
This letter agreement shall bind and inure to the benefit of the parties’ heirs, successors and assigns.
 
 
 
 
 
This letter agreement may be executed in counterparts, each of which shall be deemed an original, and all of which, taken together, shall constitute one and the same instrument.
 
Very truly yours,
 
RAGING CAPITAL MANAGEMENT, LLC
(On Behalf of Itself and Raging Capital Master Fund, Ltd.)
 
By:
/s/ Frederick C. Wasch
Name:
Frederick C. Wasch
Title:
Chief Financial Officer
 

 

 
ACCEPTED AND AGREED:
 
 
/s/ Kenneth H. Traub
KENNETH H. TRAUB