1
|
NAME OF REPORTING PERSON
STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(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
3,125,632
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
3,125,632
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,125,632
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.9%
|
||
14
|
TYPE OF REPORTING PERSON
CO
|
1
|
NAME OF REPORTING PERSON
STARBOARD VALUE AND OPPORTUNITY S LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(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
DELAWARE
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
1,632,120
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
1,632,120
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,632,120
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.1%
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSON
STARBOARD VALUE LP
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
OO
|
||
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
4,757,752
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
4,757,752
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,757,752
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.0%
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
1
|
NAME OF REPORTING PERSON
STARBOARD VALUE GP LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
OO
|
||
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
4,757,752
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
4,757,752
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,757,752
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.0%
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
1
|
NAME OF REPORTING PERSON
STARBOARD PRINCIPAL CO LP
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
OO
|
||
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
4,757,752
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
4,757,752
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,757,752
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.0%
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSON
STARBOARD PRINCIPAL CO GP LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
OO
|
||
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
4,757,752
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
4,757,752
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,757,752
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.0%
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
1
|
NAME OF REPORTING PERSON
JEFFREY C. SMITH
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
OO
|
||
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
4,757,752
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
4,757,752
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,757,752
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.0%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
1
|
NAME OF REPORTING PERSON
MARK MITCHELL
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
OO
|
||
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
4,757,752
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
4,757,752
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,757,752
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.0%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
1
|
NAME OF REPORTING PERSON
PETER A. FELD
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
OO
|
||
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
4,757,752
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
4,757,752
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,757,752
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.0%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
1
|
NAME OF REPORTING PERSON
ROBERT KRAMER
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
|
||
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
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- 0 -
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
1
|
NAME OF REPORTING PERSON
JEFFREY S. MCCREARY
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(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
17,000
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
17,000
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,000
|
||
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
|
1
|
NAME OF REPORTING PERSON
KENNETH H. TRAUB
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(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
20,000
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
20,000
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,000
|
||
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
|
Item 2.
|
Identity and Background.
|
|
(a)
|
This statement is filed by:
|
|
(i)
|
Starboard Value and Opportunity Master Fund Ltd, a Cayman Islands exempted company (“Starboard V&O Fund”), with respect to the Shares directly and beneficially owned by it;
|
|
(ii)
|
Starboard Value and Opportunity S LLC, a Delaware limited liability company (“Starboard LLC”), with respect to the Shares directly and beneficially owned by it;
|
|
(iii)
|
Starboard Value LP (“Starboard Value LP”), as the investment manager of Starboard V&O Fund and the Manager of Starboard LLC;
|
|
(iv)
|
Starboard Value GP LLC (“Starboard Value GP”), as the general partner of Starboard Value LP;
|
|
(v)
|
Starboard Principal Co LP (“Principal Co”), as a member of Starboard Value GP;
|
|
(vi)
|
Starboard Principal Co GP LLC (“Principal GP”), as the general partner of Principal Co;
|
|
(vii)
|
Jeffrey C. Smith, as a member of Principal GP and as a member of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP;
|
|
(viii)
|
Mark Mitchell, as a member of Principal GP and as a member of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP;
|
|
(ix)
|
Peter A. Feld, as a member of Principal GP and as a member of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP;
|
|
(x)
|
Robert Kramer;
|
|
(xi)
|
Jeffrey S. McCreary; and
|
|
(xii)
|
Kenneth H. Traub.
|
Item 3.
|
Source and Amount of Funds or Other Consideration.
|
Item 4.
|
Purpose of Transaction.
|
Item 5.
|
Interest in Securities of the Issuer.
|
A.
|
Starboard V&O Fund
|
|
(a)
|
As of the close of business on September 9, 2011 Starboard V&O Fund beneficially owned 3,125,632 Shares.
|
|
(b)
|
1. Sole power to vote or direct vote: 3,125,632
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 3,125,632
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
The transactions in the Shares by Starboard V&O Fund since the filing of the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
|
B.
|
Starboard LLC
|
|
(a)
|
As of the close of business on September 9, 2011, Starboard LLC beneficially owned 1,632,120 Shares.
|
|
(b)
|
1. Sole power to vote or direct vote: 1,632,120
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 1,632,120
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Starboard LLC has not entered into any transactions in the Shares since the filing of the Schedule 13D.
|
C.
|
Starboard Value LP
|
|
(a)
|
Starboard Value LP, as the Investment Manager of Starboard V&O Fund and the Manager of Starboard LLC, may be deemed the beneficial owner of the (i) 3,125,632 Shares owned by Starboard V&O Fund and (ii) 1,632,120 Shares owned by Starboard LLC.
|
|
(b)
|
1. Sole power to vote or direct vote: 4,757,752
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 4,757,752
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Starboard Value LP has not entered into any transactions in the Since the filing of the Schedule 13D. The transactions in the Shares on behalf of Starboard V&O Fund since the filing of the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
|
D.
|
Starboard Value GP
|
|
(a)
|
Starboard Value GP, as the general partner of Starboard Value LP, may be deemed the beneficial owner of the (i) 3,125,632 Shares owned by Starboard V&O Fund and (ii) 1,632,120 Shares owned by Starboard LLC.
|
|
(b)
|
1. Sole power to vote or direct vote: 4,757,752
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 4,757,752
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Starboard Value GP has not entered into any transactions in the since the filing of the Schedule 13D. The transactions in the Shares on behalf of Starboard V&O Fund since the filing of the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
|
E.
|
Principal Co
|
|
(a)
|
Principal Co, as a member of Starboard Value GP, may be deemed the beneficial owner of the (i) 3,125,632 Shares owned by Starboard V&O Fund and (ii) 1,632,120 Shares owned by Starboard LLC.
|
|
(b)
|
1. Sole power to vote or direct vote: 4,757,752
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 4,757,752
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Principal Co has not entered into any transactions in the since the filing of the Schedule 13D. The transactions in the Shares on behalf of Starboard V&O Fund since the filing of the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
|
F.
|
Principal GP
|
|
(a)
|
Principal GP, as the general partner of Principal Co, may be deemed the beneficial owner of the (i) 3,125,632 Shares owned by Starboard V&O Fund and (ii) 1,632,120 Shares owned by Starboard LLC.
|
|
(b)
|
1. Sole power to vote or direct vote: 4,757,752
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 4,757,752
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Principal GP has not entered into any transactions in the since the filing of the Schedule 13D. The transactions in the Shares on behalf of Starboard V&O Fund since the filing of the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
|
G.
|
Messrs. Smith, Mitchell and Feld
|
|
(a)
|
Each of Messrs. Smith, Mitchell and Feld, as a member of Principal GP and as a member of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed the beneficial owner of the (i) 3,125,632 Shares owned by Starboard V&O Fund and (ii) 1,632,120 Shares owned by Starboard LLC.
|
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 4,757,752
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
4. Shared power to dispose or direct the disposition: 4,757,752
|
|
(c)
|
None of Messrs. Smith, Mitchell or Feld has entered into any transactions in the since the filing of the Schedule 13D. The transactions in the Shares on behalf of Starboard V&O Fund since the filing of the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
|
H.
|
Mr. Kramer
|
|
(a)
|
As of the close of business on September 9, 2011, Mr. Kramer did not directly own any Shares. Mr. Kramer, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons. Mr. Kramer disclaims beneficial ownership of such Shares.
|
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Mr. Kramer has not entered into any transactions in the Shares during the past sixty days.
|
I.
|
Mr. McCreary
|
|
(a)
|
As of the close of business on September 9, 2011, Mr. McCreary directly owned 17,000 Shares. Mr. McCreary, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Exchange Act, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons. Mr. McCreary disclaims beneficial ownership of such Shares.
|
|
(b)
|
1. Sole power to vote or direct vote: 17,000
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 17,000
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
The transactions in the Shares by Mr. McCreary during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
|
J.
|
Mr. Traub
|
|
(a)
|
As of the close of business on September 9, 2011, Mr. Traub directly owned 20,000 Shares. Mr. Traub, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Exchange Act, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons. Mr. Traub disclaims beneficial ownership of such Shares.
|
|
(b)
|
1. Sole power to vote or direct vote: 20,000
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 20,000
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
The transactions in the Shares by Mr. Traub during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
|
Item 7.
|
Material to be Filed as Exhibits.
|
|
99.1
|
Letter to the Board.
|
|
99.2
|
Joint Filing and Solicitation Agreement by and among Starboard Value and Opportunity Master Fund Ltd, Starboard Value and Opportunity S LLC, Starboard Value LP, Starboard Value GP LLC, Starboard Principal Co LP, Starboard Principal Co GP LLC, Jeffrey C. Smith, Mark Mitchell, Peter A. Feld, Robert Kramer, Jeffrey S. McCreary and Kenneth H. Traub, dated September 12, 2011.
|
|
99.3
|
Form of Indemnification Letter Agreement.
|
|
99.4
|
Form of Compensation Letter Agreement.
|
|
99.5
|
Powers of Attorney.
|
STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD
By: Starboard Value LP,
its investment manager
STARBOARD VALUE AND OPPORTUNITY S LLC
By: Starboard Value LP,
its manager
STARBOARD VALUE LP
By: Starboard Value GP LLC,
its general partner
|
STARBOARD VALUE GP LLC
By: Starboard Principal Co LP,
its member
STARBOARD PRINCIPAL CO LP
By: Starboard Principal Co GP LLC,
its general partner
STARBOARD PRINCIPAL CO GP LLC
|
By:
|
/s/ Jeffrey C. Smith | |
Name:
|
Jeffrey C. Smith
|
|
Title:
|
Authorized Signatory
|
/s/ Jeffrey C. Smith |
JEFFREY C. SMITH
|
Individually and as attorney-in-fact for Mark Mitchell, Peter A. Feld, Robert Kramer, Jeffrey S. McCreary and Kenneth H. Traub
|
67,752
|
5.0880
|
09/09/11
|
10,000
|
5.4100
|
09/09/11
|
|
10,000
|
5.1700
|
09/09/11
|
3,019
|
5.6300
|
09/08/11
|
|
13,981
|
5.1200
|
09/09/11
|
Share Price Performance (1) | ||||||||||||||||
1 Year | 3 Year | 5 Year | Since IPO | |||||||||||||
Russell 2000 Index
|
6.6 | % | (11.7 | %) | (6.7 | %) | 42.4 | % | ||||||||
Peer Group (2)
|
8.2 | % | 18.1 | % | 5.9 | % | 119.8 | % | ||||||||
MIPS
|
(33.1 | %) | 8.5 | % | (37.2 | %) | (69.0 | %) | ||||||||
Underperformance vs. Russell
|
(39.8 | %) | 20.2 | % | (30.5 | %) | (111.4 | %) | ||||||||
Underperformance vs. Peer Group
|
(41.3 | %) | (9.6 | %) | (43.1 | %) | (188.8 | %) | ||||||||
1. Performance as of 8/22/11. | ||||||||||||||||
2. Peer Group consists of companies used in MIPS proxy to set executive compensation and include AATI, ARMH, CEVA, ENTR, EXAR, GSIT, IKAN, LAVA, PSEM, PDFS, PLXT, SUPX, TXCC, TRID and VLTR. | ||||||||||||||||
Weak Operating Performance
|
($ in millions)
|
|||||||||||||||||||||||||||||||||||||||||||
FYE June 30
|
2010
|
2011
|
2012 | E | ||||||||||||||||||||||||||||||||||||||||
Q1 | Q2 | Q3 | Q4 |
FY
|
Q1 | Q2 | Q3 | Q4 |
FY
|
FY
|
||||||||||||||||||||||||||||||||||
Royalty Revenue
|
9.8 | 11.4 | 12.1 | 12.4 | 45.7 | 13.6 | 14.8 | 13.4 | 11.8 | 53.7 | 50.4 | |||||||||||||||||||||||||||||||||
License Revenue
|
5.2 | 3.8 | 5.4 | 10.9 | 25.3 | 8.9 | 7.0 | 6.6 | 5.8 | 28.4 | 22.4 | |||||||||||||||||||||||||||||||||
Total Revenue
|
15.0 | 15.2 | 17.5 | 23.3 | 71.0 | 22.5 | 21.9 | 20.0 | 17.6 | 82.0 | 72.8 | |||||||||||||||||||||||||||||||||
COGS
|
0.1 | 0.1 | 0.1 | 0.6 | 0.9 | 0.6 | 0.3 | 0.2 | 0.3 | 1.3 | 1.3 | |||||||||||||||||||||||||||||||||
R&D
|
5.8 | 5.8 | 6.3 | 6.4 | 24.3 | 5.9 | 7.1 | 7.1 | 7.6 | 27.7 | 32.2 | |||||||||||||||||||||||||||||||||
Sales & Marketing
|
3.4 | 3.6 | 3.9 | 4.9 | 15.8 | 3.9 | 4.9 | 5.4 | 4.9 | 19.1 | 19.9 | |||||||||||||||||||||||||||||||||
G&A
|
3.1 | 3.6 | 3.3 | 3.6 | 13.6 | 3.2 | 3.7 | 3.4 | 3.2 | 13.5 | 13.2 | |||||||||||||||||||||||||||||||||
Total Expenses
|
12.4 | 13.0 | 13.6 | 15.5 | 54.6 | 13.5 | 16.1 | 16.0 | 16.0 | 61.6 | 66.6 | |||||||||||||||||||||||||||||||||
Operating Profit
|
2.6 | 2.1 | 3.9 | 7.8 | 16.4 | 9.0 | 5.8 | 4.1 | 1.6 | 20.5 | 6.3 | |||||||||||||||||||||||||||||||||
Operating Margin
|
17.0 | % | 14.0 | % | 22.5 | % | 33.4 | % | 23.1 | % | 40.1 | % | 26.5 | % | 20.3 | % | 8.9 | % | 24.9 | % | 8.6 | % | ||||||||||||||||||||||
STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD
By: Starboard Value LP,
its investment manager
STARBOARD VALUE AND OPPORTUNITY S LLC
By: Starboard Value LP,
its manager
STARBOARD VALUE LP
By: Starboard Value GP LLC,
its general partner
|
STARBOARD VALUE GP LLC
By: Starboard Principal Co LP,
its member
STARBOARD PRINCIPAL CO LP
By: Starboard Principal Co GP LLC,
its general partner
STARBOARD PRINCIPAL CO GP LLC
|
By:
|
/s/ Jeffrey C. Smith | |
Name:
|
Jeffrey C. Smith
|
|
Title:
|
Authorized Signatory
|
/s/ Jeffrey C. Smith |
JEFFREY C. SMITH
|
Individually and as attorney-in-fact for Mark Mitchell and Peter A. Feld
|
/s/ Robert Kramer
|
ROBERT KRAMER
|
/s/ Jeffrey S. McCreary
|
JEFFREY S. MCCREARY
|
/s/ Kenneth H. Traub
|
KENNETH H. TRAUB
|
STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD
c/o Starboard Value LP
599 Lexington Avenue, 19th Floor
New York, New York 10022
|
Very truly yours,
|
||
STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD
|
||
By: Starboard Value LP, its investment manager
|
||
By:
|
||
Name:
|
||
Title:
|
ACCEPTED AND AGREED:
|
|
STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD
c/o Starboard Value LP
599 Lexington Avenue, 19th Floor
New York, New York 10022
|
STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD
|
||
By: Starboard Value LP, its investment manager
|
||
By:
|
||
Name:
|
||
Title:
|
Accepted and Agreed to:
|
|
|
|
/s/ Robert Kramer | |
ROBERT KRAMER
|
/s/ Jeffrey S. McCreary
|
|
JEFFREY S. MCCREARY
|
/s/ Kenneth H. Traub | |
KENNETH H. TRAUB
|