-----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, HBnxfxhaB/KC0yWriitUGdEfmI4JWwbuOShl4ZNWCVBTk5J8CQxAyLCkwfOK4WnC O4k7vk9EspBiAWKbnMaiwg== 0000902664-05-001465.txt : 20050713 0000902664-05-001465.hdr.sgml : 20050713 20050708170700 ACCESSION NUMBER: 0000902664-05-001465 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20050708 DATE AS OF CHANGE: 20050708 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ARTESYN TECHNOLOGIES INC CENTRAL INDEX KEY: 0000023071 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPONENTS, NEC [3679] IRS NUMBER: 591205269 STATE OF INCORPORATION: FL FISCAL YEAR END: 1230 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-32869 FILM NUMBER: 05946390 BUSINESS ADDRESS: STREET 1: 7900 GLADES RD STE 500 CITY: BOCA RATON STATE: FL ZIP: 33434-4105 BUSINESS PHONE: 5614511000 MAIL ADDRESS: STREET 1: 7900 GLADES ROAD STREET 2: SUITE 500 CITY: BOCA RATON STATE: FL ZIP: 33434-4105 FORMER COMPANY: FORMER CONFORMED NAME: COMPUTER PRODUCTS INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: JANA PARTNERS LLC CENTRAL INDEX KEY: 0001159159 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: JANA PARTNERS LLC STREET 2: 536 PACIFIC AVENUE CITY: SAN FRANCISCO STATE: CA ZIP: 94133 BUSINESS PHONE: 2125935955 SC 13D/A 1 sc13da.txt ARTESYN TECHNOLOGIES, INC. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------- SCHEDULE 13D/A* (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. 2) Artesyn Technologies, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.01 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 043127109 - -------------------------------------------------------------------------------- (CUSIP Number) Marc Weingarten, Esq. Schulte Roth & Zabel LLP 919 Third Avenue New York, New York 10022 (212) 756-2000 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 7, 2005 - -------------------------------------------------------------------------------- (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 Rule 13d-1(e), 13d-1(f) or 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. (Continued on following pages) (Page 1 of 6 Pages) - -------------------------- * 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. 043127109 SCHEDULE 13D/A PAGE 2 OF 6 PAGES - ------------------------------ --------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) JANA PARTNERS LLC - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* AF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 4,361,065 (see Item 5) ---------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY -0- OWNED BY ---------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON WITH 4,361,065 (see Item 5) ---------------------------------------------------------- 10 SHARED DISPOSITIVE POWER -0- - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 4,361,065 (see Item 5) - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.0% (see Item 5) - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IA - -------------------------------------------------------------------------------- * SEE INSTRUCTIONS BEFORE FILLING OUT! - ------------------------------ --------------------- CUSIP NO. 043127109 SCHEDULE 13D/A PAGE 3 OF 6 PAGES - ------------------------------ --------------------- The Schedule 13D filed on May 23, 2005 by Jana Partners LLC, a Delaware limited liability company (the "Reporting Person"), relating to the shares ("Shares") of common stock, $0.01 par value, of Artesyn Technologies, Inc. (the "Issuer"), as amended by the Schedule 13D/A filed on June 21, 2005, is hereby further amended as set forth below by this Amendment No. 2 to the Schedule 13D. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Item 3 of the Schedule 13D is hereby amended and restated as follows: The 4,361,065 Shares reported herein by the Reporting Person were acquired at an aggregate purchase price of approximately $34,185,229. The Shares beneficially owned by the Reporting Person were acquired with investment funds in accounts under management. ITEM 4. PURPOSE OF TRANSACTION. Item 4 of the Schedule 13D is hereby amended and restated as follows: The Reporting Person originally acquired Shares for investment in the ordinary course of business, as it believed that the Shares, at market prices when acquired, were undervalued and represented an attractive investment opportunity. As previously stated, the Reporting Person believes that the Issuer should actively pursue strategic options to maximize shareholder value, including a sale of the entire company or a sale of one or more business segments with a distribution of the proceeds to the shareholders, or other value-maximizing alternatives. Since May 23, 2005, representatives of the Reporting Person had several discussions with representatives of the Issuer concerning the business, operations, board composition, management, strategy and future plans of the Issuer. On July 7, 2005, the Issuer and the Reporting Person entered into a confidentiality, standstill and board representation agreement (the "Agreement") pursuant to which, among other things, the Issuer will (a) appoint a designee of the Reporting Person (the "JANA Designee") to the Issuer's board of directors (the "Board") and (b) discuss with the Reporting Person potential strategic alternatives the Reporting Person believes that the Issuer should evaluate; and the Reporting Person will (a) agree to maintain the confidentiality of any confidential information provided to it and (b) not engage in certain activities including seeking to influence the management or policies of the Issuer or obtain additional representation on the Board except as provided in the Agreement. The Board rights and standstill provisions each have a six month term. The standstill provisions, however, will terminate immediately if (a) the Issuer has not appointed the JANA Designee to the Board within 20 days of execution of the Agreement, (b) the Issuer calls a special meeting for the purpose of amending its Articles of Incorporation or Bylaws, (c) the Board without the concurrence of the JANA Designee authorizes any officer or other representative of the Issuer to negotiate or pursue any material agreement containing a provision providing for any material consequence upon a change of control of the Issuer or a sale of a substantial portion of the Issuer's assets by sale, merger or otherwise, (d) the Board without the concurrence of the JANA Designee authorizes any officer or other representative of the Issuer to begin a process designed to culminate in the issuance of any equity securities or securities convertible into equity securities (other than pursuant to the exercise of options, warrants or other rights to acquire equity securities previously granted, conversion of outstanding convertible securities and grants of options, restricted stock or other equity compensation under existing agreements, plans or arrangements or under agreements with respect to the acquisition of any business or entity which is required to be approved by the Issuer's stockholders) or (e) the Board without the concurrence of the JANA Designee authorizes any officer or other representative of the Issuer to negotiate or pursue any agreement with respect to the acquisition or disposition of any business or entity (although the Issuer and its Board are not prohibited from taking any of the foregoing actions). A copy of the Agreement is attached hereto as Exhibit A and incorporated herein by reference. The Reporting Person intends to review its investment in the Issuer on a continuing basis and, subject to the Agreement, may engage in discussions with management, the Board, other stockholders of the Issuer and other relevant parties concerning the business, operations, board composition, management, strategy and future plans of the Issuer. Depending on various factors including, without limitation, the Issuer's financial position and strategic direction, the outcome of the discussions and actions referenced above, price levels of the Shares, conditions in the securities market and general economic and industry conditions, the Reporting Person may in the future, subject to the Agreement, take such actions with respect to its investment in the Issuer as it deems appropriate including, without limitation, purchasing additional shares or selling some or all of its Shares, engaging in short selling of or any hedging or similar transactions with respect to the Shares and/or otherwise changing its intention with respect to any and all matters referred to in Item 4 of Schedule 13D. Except as set forth above and in Exhibit A, the Reporting Person has no present plan or proposal that would relate to or result in any of the matters set forth in subparagraphs (a)-(j) of Item 4 of Schedule 13D. - ------------------------------ --------------------- CUSIP NO. 043127109 SCHEDULE 13D/A PAGE 4 OF 6 PAGES - ------------------------------ --------------------- ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. Paragraphs (a), (b) and (c) of Item 5 of the Schedule 13D are hereby amended and restated as follows: (a) The aggregate percentage of Shares reported to be beneficially owned by the Reporting Person is based upon 39,548,901 Shares outstanding, which is the total number of Shares outstanding as of April 29, 2005 as reported in the Issuer's quarterly report on form 10-Q filed on May 5, 2005. As of the close of business on July 7, 2005, the Reporting Person may be deemed to beneficially own 4,361,065 Shares, constituting approximately 11.0% of the Shares outstanding. (b) The Reporting Person has sole voting and dispositive powers over the 4,361,065 Shares reported herein, which powers are exercised by the Principals. (c) The Reporting Person has effected the following transactions in the Shares since its most recent filing on Schedule 13D. Each of such Shares was purchased in the open market. Date of Shares Price Purchase Purchased per Share ($) - ------------------------------------------------------ 6/21/05 99,910 8.6800 6/22/05 100 8.8150 6/22/05 19,315 8.8353 6/22/05 13,600 8.8400 6/23/05 16,100 8.9936 6/23/05 65,044 8.9764 6/24/05 1,784 8.6413 6/30/05 1,400 8.4000 6/30/05 40,000 8.6219 6/30/05 33,212 8.5882 ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Item 7 of the Schedule 13D is hereby amended and restated as follows: 1. Exhibit A - Confidentiality, Standstill and Board Representation Agreement, dated July 7, 2005, by and between the Issuer and the Reporting Person. - --------------------------- ------------------- CUSIP NO. 043127109 SCHEDULE 13D/A PAGE 5 OF 6 PAGES - --------------------------- ------------------- SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: July 8, 2005 JANA PARTNERS LLC By: /s/ Barry Rosenstein --------------------------- Name: Barry Rosenstein Title: Managing Partner By: /s/ Gary Claar --------------------------- Name: Gary Claar Title: Managing Director - --------------------------- ------------------- CUSIP NO. 043127109 SCHEDULE 13D/A PAGE 6 OF 6 PAGES - --------------------------- ------------------- EXHIBIT INDEX 1. Exhibit A - Confidentiality, Standstill and Board Representation Agreement, dated July 7, 2005, by and between the Issuer and the Reporting Person. EX-99 2 exhibita.txt CONFIDENTIALITY, STANDSTILL AND BD REP AGMT CONFIDENTIALITY, STANDSTILL AND BOARD REPRESENTATION AGREEMENT This Confidentiality, Standstill and Board Representation Agreement (the "Agreement") is made as of the 7th day of July, 2005 by and between Artesyn Technologies, Inc. ("ARTESYN") and Jana Partners LLC ("JANA", and together with ARTESYN, the "Parties"). 1. BACKGROUND. ARTESYN and JANA intend to engage in discussions concerning potential strategic alternatives that JANA, as a significant stockholder of ARTESYN, believes that ARTESYN should evaluate; and ARTESYN is prepared to furnish to JANA and to JANA's directors, officers, members, employees and agents, as applicable (collectively, "Representatives"), certain of its confidential or proprietary information and use its best efforts to cause a designee of JANA to be appointed to the ARTESYN Board of Directors (the "Board"). The Parties are entering into this Agreement in order to assure the confidentiality of the Confidential Information (as defined below) in accordance with the terms of this Agreement and to provide the terms upon which JANA will be entitled to have a designee appointed to and remain on the Board. 2. CONFIDENTIAL INFORMATION. As used in this Agreement, the term "Confidential Information" shall mean all information and data of ARTESYN or any of its affiliates furnished to JANA or any of its Representatives pursuant to this Agreement by or on behalf of ARTESYN, but does not include information that (i) was known by JANA or available to the public prior to the time of its disclosure, (ii) becomes available to the public through no act or omission of JANA or (iii) becomes available to JANA from a third party not known by JANA to be under any obligation of confidentiality to ARTESYN with respect thereto. In addition, the term "Confidential Information" shall be deemed to include any notes, analyses, compilations, studies, interpretations, memoranda or other documents prepared by JANA or its Representatives that contain, reflect or are based upon, in whole or in part, or recollections or memorizations of, any Confidential Information furnished to JANA or its Representatives pursuant hereto. 3. USE AND DISCLOSURE OF CONFIDENTIAL INFORMATION. JANA and its Representatives shall use the Confidential Information only to assist JANA in evaluating potential strategic alternatives available to ARTESYN. The Confidential Information shall not be used or exploited for any other purpose without the prior written consent of ARTESYN. JANA and its Representatives shall hold in strict confidence, and shall not use or disclose any Confidential Information, except as may be required by law in the opinion of JANA's outside counsel. In the event of any such disclosure pursuant to court order or governmental request, JANA will provide ARTESYN with reasonable prior written notice so that ARTESYN may seek a protective order or other appropriate remedy, and JANA shall exercise reasonable efforts to assist ARTESYN in obtaining such order or remedy. JANA shall disclose Confidential Information to its Representatives only on a need to know basis for the purpose specified herein. In any event, JANA shall be responsible for any breach of this Agreement by any of its Representatives, and agrees, at its sole expense, to use reasonable best efforts to safeguard the Confidential Information and restrain its Representatives from any prohibited or unauthorized disclosure or use of the Confidential Information. In addition, JANA hereby acknowledges that the federal securities laws, including Regulation FD thereof, impose restrictions on its ability to purchase, sell, trade or otherwise transfer securities of ARTESYN until such time as the material, non-public information provided by ARTESYN to JANA becomes publicly available or is no longer material and JANA further agrees hereby to comply with all such restrictions. 4. RETURN OF CONFIDENTIAL INFORMATION. JANA shall, upon conclusion of discussions between the Parties hereto, or at any earlier time upon ARTESYN's request, return to ARTESYN all documents furnished to JANA by or on behalf of ARTESYN containing Confidential Information, and JANA shall destroy all copies, electronic or otherwise, of such material together with any notes, extracts and other materials prepared by JANA or JANA's Representatives containing or based upon any Confidential Information. In addition, upon the written request of ARTESYN, JANA shall deliver an officer's certificate certifying that it has complied with the provisions of this Section 4. 5. ACCURACY AND COMPLETENESS. While ARTESYN shall endeavor to furnish information that it considers to be relevant for the purpose of JANA's investigation, neither ARTESYN nor its Representatives makes any representations or warranties as to the accuracy or completeness of the Confidential Information. JANA agrees that neither ARTESYN nor any of its Representatives shall have any liability to JANA resulting from JANA's disclosure or use of the Confidential Information, whether or not permitted hereby. 6. STANDSTILL. JANA hereby agrees that, from the date hereof until six (6) months from the date of this Agreement (the "Standstill Period"), neither it nor any of its affiliates or associates (as each such term is defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), directly or indirectly, will (and neither it nor its affiliates or associates will assist or encourage others to), without the prior written consent of ARTESYN: (i) seek or propose to influence or control the management or policies of ARTESYN or obtain representation on ARTESYN's Board (except as set forth herein), or solicit, or participate in the solicitation of, any proxies or consents with respect to any securities of ARTESYN, or make any public announcement with respect to ARTESYN (except as required by law) or any of the foregoing or request permission to do any of the foregoing; (ii) submit a proposal for, or offer of (with or without conditions) any extraordinary transaction (including, but not limited to, a tender offer, exchange offer, merger, acquisition or consolidation) involving ARTESYN or its securities or assets; or (iii) enter into any discussions, negotiations, arrangements or understandings with any third party with respect to any of the foregoing, or otherwise form, join or in any way participate in a "group" (as defined in Section 13(d)(3) of the Exchange Act) in connection with any of the foregoing, PROVIDED, HOWEVER, that JANA shall not be subject to the foregoing restrictions in the event that (A) ARTESYN calls a special meeting for the purpose of amending its articles of incorporation or bylaws, (B) ARTESYN's Board without the concurrence of the JANA Designee (as defined below) authorizes any officer or other representative of ARTESYN to negotiate or pursue any material agreement containing a provision providing for any material consequence upon a change of control of the Company or a sale of a substantial portion of the Company's assets by sale, merger or otherwise, (C) the JANA Designee (as defined below) shall not have been appointed within twenty (20) calendar days from the date hereof other than as a result of action or inaction on the part of JANA, (D) ARTESYN's Board without the concurrence of the JANA Designee (as defined below) authorizes any officer or other representative of ARTESYN to begin a process designed to culminate in the issuance of any equity securities or securities convertible into equity securities (other than pursuant to the exercise of options, warrants or other rights to acquire equity securities heretofore granted, conversion of outstanding convertible securities and grants of options, restricted stock or other equity compensation under existing agreements, plans or arrangements or under agreements with respect to the acquisition of any business or entity which is required to be approved by ARTESYN's stockholders) or (E) ARTESYN's Board without the concurrence of the JANA Designee (as defined below) authorizes any officer or other representative of ARTESYN to negotiate or pursue any agreement with respect to the acquisition or disposition of any business or entity (provided that nothing contained herein shall prevent ARTESYN or ARTESYN's Board from taking any of the foregoing actions). 7. BOARD REPRESENTATION. In accordance with ARTESYN's articles of incorporation and bylaws, and subject to and consistent with ARTESYN's Corporate Governance Guidelines and Governance and Nominating Committee Charter, ARTESYN will increase the size of its Board by one seat and fill the newly-created seat by appointing Marc A. Weisman or another person designated by 2 JANA and reasonably acceptable to the Board (the "JANA Designee") to the Board. The JANA Designee shall provide ARTESYN with such information as ARTESYN reasonably requests, including, without limitation, all information about the JANA Designee as would be required to be included in a proxy statement with respect to the election of directors. The JANA Designee shall be appointed to any committee of the Board established to evaluate potential strategic alternatives and/or to pursue any alternative(s) selected. The JANA Designee shall be entitled to the same option grants, compensation, expense reimbursements, indemnification and insurance coverage as the other non-management directors of ARTESYN. JANA shall be entitled to the JANA Designee, and the JANA Designee shall be entitled to serve in the aforementioned capacity, for a period of six months beginning as of the date hereof, unless otherwise agreed to in writing by JANA and ARTESYN, and at the end of such period such entitlement shall expire and, upon the request of ARTESYN, JANA will cause the JANA Designee to resign from the Board and any committees as of the end of such period. 8. NO WAIVER. No failure or delay by either Party in exercising any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial waiver thereof preclude any other or further exercise thereof or the exercise of any other right or remedy hereunder. 9. INJUNCTIVE RELIEF. Each party acknowledges and agrees that, because of the unique nature of this Agreement, the other party would suffer irreparable harm in the event of a breach by such party of any of its obligations under this Agreement, such that monetary damages would be inadequate to compensate the non-breaching party for such a breach. Each party agrees that under such circumstances the other party shall be entitled to injunctive relief, in addition to any other appropriate relief at law to which such party shall be entitled, and waives any requirement for the securing or posting of any bond in connection with such remedy. 10. COSTS; DAMAGES; ATTORNEYS' FEES. In the event of an improper disclosure or use of Confidential Information by JANA or its Representative, JANA shall assume and discharge liability for all costs, damages and expenses sustained by the ARTESYN as may be caused or compounded thereby. If any suit or other action is commenced to construe or enforce any provision of this Agreement, the prevailing Party, in addition to all other amounts such Party shall be entitled to receive from the non-prevailing Party to such action, shall be awarded reasonable attorneys' fees and court costs. 11. MISCELLANEOUS. This Agreement (i) shall be governed by, and construed in accordance with, the laws of the State of New York applicable to contracts entered into and to be performed wholly within said State, (ii) constitutes the entire agreement of the Parties hereto with respect to the subject matter hereof, superseding all prior agreements, written or oral, (iii) may not be amended, except in writing, (iv) may be executed in counterparts, (v) shall be binding upon and inure to the benefit of each Party's successors and permitted assigns, (vi) may not be assigned without the prior written consent of the other Party and (vii) shall be enforceable, notwithstanding the unenforceability of any particular provision hereof, with respect to all other provisions hereof. [THE REMAINDER OF THIS PAGE IS LEFT BLANK INTENTIONALLY. THE SIGNATURES FOLLOW ON THE NEXT PAGE (PAGE 4).] 3 IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written. ARTESYN TECHNOLOGIES, INC. By: /s/ Joseph O'Donnell --------------------------- Name: Joseph O'Donnell Title: President and Chief Executive Officer JANA PARTNERS LLC By: /s/ Barry Rosenstein --------------------------- Name: Barry Rosenstein Title: Managing Partner 4 -----END PRIVACY-ENHANCED MESSAGE-----