sc13d

0000950134-07-023751.txt : 20071113 0000950134-07-023751.hdr.sgml : 20071112 20071113080048 ACCESSION NUMBER: 0000950134-07-023751 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20071113 DATE AS OF CHANGE: 20071113 GROUP MEMBERS: HOWARD GOLDEN GROUP MEMBERS: KEVIN WYMAN GROUP MEMBERS: SOUTHPAW HOLDINGS LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SILICON GRAPHICS INC CENTRAL INDEX KEY: 0000802301 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPUTERS [3571] IRS NUMBER: 942789662 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-39521 FILM NUMBER: 071234360 BUSINESS ADDRESS: STREET 1: 1500 CRITTENDEN LANE CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 BUSINESS PHONE: 6509601980 MAIL ADDRESS: STREET 1: 1500 CRITTENDEN LANE STREET 2: - CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 FORMER COMPANY: FORMER CONFORMED NAME: SILICON GRAPHICS INC /CA/ DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Southpaw Asset Management LP CENTRAL INDEX KEY: 0001361978 IRS NUMBER: 202641361 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: FOUR GREENWICH OFFICE PARK CITY: GREENWICH STATE: CT ZIP: 06831 BUSINESS PHONE: 203.862.6206 MAIL ADDRESS: STREET 1: FOUR GREENWICH OFFICE PARK CITY: GREENWICH STATE: CT ZIP: 06831 SC 13D 1 d51509sc13d.htm SCHEDULE 13D sc13d

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13D
(Rule 13d-101)

Under the Securities Exchange Act of 1934

Silicon Graphics, Inc.

(Name of Issuer)

Common Stock, $0.01 par value

(Title of Class of Securities)

827056300

(CUSIP NUMBER)

Southpaw Asset Management LP
Four Greenwich Office Park
Greenwich, CT 06831
(203) 862.6206

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

- with copies to -
Eliot D. Raffkind
Akin, Gump, Strauss, Hauer & Feld, L.L.P.
1700 Pacific Avenue, Suite 4100
Dallas, Texas 75201-4618
(214) 969-2800

November 9, 2007

(Date of event which requires filing of this statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g) check the following box o.

The information required in 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, as amended (the “Act”), or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.


CUSIP No.		827056300


1	NAMES OF REPORTING PERSONS Southpaw Asset Management LP


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) o

3	SEC USE ONLY



4	SOURCE OF FUNDS (SEE INSTRUCTIONS)

	WC

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

		7	SOLE VOTING POWER

NUMBER OF			589,127

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			589,127

WITH		10	SHARED DISPOSITIVE POWER

			0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	589,127

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	5.3%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	PN

Page 2 of 12


CUSIP No.		827056300


1	NAMES OF REPORTING PERSONS Southpaw Holdings LLC


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) o

3	SEC USE ONLY



4	SOURCE OF FUNDS (SEE INSTRUCTIONS)

	WC

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

		7	SOLE VOTING POWER

NUMBER OF			589,127

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			589,127

WITH		10	SHARED DISPOSITIVE POWER

			0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	589,127

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	5.3%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	OO

Page 3 of 12


CUSIP No.		827056300


1	NAMES OF REPORTING PERSONS Kevin Wyman


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) o

3	SEC USE ONLY



4	SOURCE OF FUNDS (SEE INSTRUCTIONS)

	WC

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	United States

		7	SOLE VOTING POWER

NUMBER OF			589,127

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			589,127

WITH		10	SHARED DISPOSITIVE POWER

			0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	589,127

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	5.3%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	IN

Page 4 of 12


CUSIP No.		827056300


1	NAMES OF REPORTING PERSONS Howard Golden


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) o

3	SEC USE ONLY



4	SOURCE OF FUNDS (SEE INSTRUCTIONS)

	WC

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	United States

		7	SOLE VOTING POWER

NUMBER OF			589,127

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			589,127

WITH		10	SHARED DISPOSITIVE POWER

			0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	589,127

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	5.3%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	IN

Page 5 of 12

SCHEDULE 13D

This Schedule 13D (the “Schedule 13D”) relates to shares of common stock, $0.01 par value (“Common Stock”), of Silicon Graphics, Inc. (the “Issuer”), and is being filed on behalf of (i) Southpaw Asset Management LP (“Southpaw Management”), a Delaware limited partnership, as the investment manager to Southpaw Credit Opportunity Master Fund LP (the “Fund”), a Cayman Islands limited partnership, and a managed account (the “Managed Account”), each of which hold the shares of Common Stock, (ii) Southpaw Holdings LLC (“Southpaw Holdings”), a Delaware limited liability company, as the general partner of Southpaw Management, (iii) Kevin Wyman, a principal of Southpaw Holdings, and (iv) Howard Golden, a principal of Southpaw Holdings (the persons mentioned in (i), (ii) (iii) and (iv) are referred to as the “Reporting Persons”).

Item 1. Security and Issuer

This Schedule 13D relates to shares of Common Stock, $0.01 par value (“Common Stock”), of Silicon Graphics, Inc. (the “Issuer”). The Issuer’s principal executive offices are located at 1140 East Arques Avenue, Sunnyvale, California 94085-4602.

Item 2. Identity and Background

(a) This statement is filed by: (i) Southpaw Management, (ii) Southpaw Holdings, (iii) Kevin Wyman and (iv) Howard Golden.

(b) The business address of each of the Reporting Persons is: Four Greenwich Office Park, Greenwich, CT 06831.

(c) Southpaw Management provides investment management services to private individuals and institutions, including the Fund and the Managed Account. Southpaw Holdings serves as the general partner of Southpaw Management. The principal occupation of Mr. Wyman and Mr. Golden is investment management.

(d) None of the Reporting Persons have, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) None of the Reporting Persons have, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws.

(f) Southpaw Management is a Delaware limited partnership. Southpaw Holdings is a Delaware limited liability company. Mr. Wyman and Mr. Golden are United States citizens.

Item 3. Source and Amount of Funds

As of the date of filing of this Schedule 13D, the Reporting Persons had invested in Common Stock of the Issuer in the amount of: $12,949,587, through the Fund and the Managed Account. The above amounts include any commissions incurred in making the investments. The source of these funds was the working capital of the Reporting Persons.

Item 4. Purpose of the Transaction

On November 9, 2007, the Reporting Persons sent a letter to the Board of Directors of the Issuer recommending that the Board review and consider the Issuer’s strategic alternatives, including the sale of the Issuer. A copy of the November 9, 2007 letter is attached as Exhibit 3.

The Reporting Persons purchased the Common Stock based on the belief that such securities, when purchased, were undervalued and represented an attractive investment opportunity. Although Reporting Person has no specific plan or proposal to acquire additional Common Stock or dispose of the Common Stock, consistent with its investment purpose, Reporting Person at any time and from time to time may acquire additional Common Stock or dispose of any or all of its Common Stock depending upon an ongoing evaluation of the investment in the Common Stock, prevailing market conditions, other investment opportunities, liquidity requirements of the Reporting Person and/or other investment considerations The purpose of the acquisition of the Common Stock is for investment, and the acquisitions of the Common Stock were made in the ordinary course of business and were not made for the purpose of acquiring control of the Issuer.

Also, consistent with the investment purpose, the Reporting Persons may engage in communications with one or more shareholders of the Issuer, one or more officers of the Issuer and/or one or more members of the board of directors of the Issuer and/or one or more representatives of the Issuer regarding the Issuer.

Except to the extent the foregoing may be deemed a plan or proposal, Reporting Person has no plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) through (j), inclusive, of the instructions to Item 4 of Schedule 13D. The Reporting Person may, at any time and from time to time, review or reconsider its position and/or change its purpose and/or formulate plans or proposals with respect thereto.

Item 5. Interest in Securities of the Issuer

(a) As of the filing date of this Schedule 13D, the Reporting Persons beneficially own 589,127 shares of Common Stock of the Issuer, which represents 5.3% of the Issuer’s outstanding shares of Common Stock, which such percentage was calculated by dividing (i) the 589,127 shares of Common Stock beneficially owned by the Reporting Persons, by (ii) 11,125,000 shares of Common Stock outstanding as of September 28, 2007, as reported in the Issuer’s Form 10-Q filed with the SEC on November 07, 2007.

(b) The Reporting Persons have the power to vote and dispose of the 589,127 shares of Common Stock held by Fund and the Managed Account.

The filing of this statement on Schedule 13D shall not be construed as an admission that any of the Reporting Persons is for the purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, the beneficial owner of any of the 589,127 shares of Common Stock owned by Fund or the Managed Account. Pursuant to Rule 13d-4, each of the Reporting Persons disclaim all such beneficial ownership beyond their pecuniary interest.

(c) The transactions in the Issuer’s securities by the Reporting Persons during the sixty days prior to the obligation to file this Schedule 13D are listed as Exhibit 2 attached hereto and made a part hereof.

(d) Not Applicable.

(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


Exhibit 1		Joint Filing Agreement by and among the Reporting Persons.

Exhibit 2		Transactions in the Issuer’s securities by the Reporting Persons in the sixty days prior to the obligation to file this Schedule 13D.

Exhibit 3		A letter to the Board of Directors of the Issuer, sent by the Reporting Persons on November 9, 2007.

Signature

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: November 13, 2007


		Southpaw Asset Management LP

		By: Southpaw Holdings LLC, its general partner

		By:		/s/ Howard Golden

		Name:		Howard Golden
		Title:		Managing Member



		Southpaw Holdings LLC

		By:		/s/ Howard Golden

		Name:		Howard Golden
		Title:		Managing Member


		/s/ Kevin Wyman

		Kevin Wyman


		/s/ Howard Golden

		Howard Golden

EX-99.1 2 d51509exv99w1.htm JOINT FILING AGREEMENT exv99w1

EXHIBIT 1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including any and all amendments thereto) with respect to the Common Stock, $0.01 per share, of Silicon Graphics, Inc., and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings.

The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13D and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.

This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of November 13, 2007.


		Southpaw Asset Management LP

		By: Southpaw Holdings LLC, its general partner

		By:		/s/ Howard Golden

		Name:		Howard Golden
		Title:		Managing Member


		Southpaw Holdings LLC

		By:		/s/ Howard Golden

		Name:		Howard Golden
		Title:		Managing Member


		/s/ Kevin Wyman

		Kevin Wyman


		/s/ Howard Golden

		Howard Golden

EX-99.2 3 d51509exv99w2.htm TRANSACTIONS IN THE ISSUER'S SECURITIES exv99w2


Transaction Date	Number of Shares Purchased or (Sold)			Average Price Per Share
9/10/2007		1,902		$	21.9742
9/10/2007		(116	)	$	22.2600
9/11/2007		101		$	20.7400
9/13/2007		100		$	20.1600
9/13/2007		(355	)	$	22.5956
9/14/2007		3,303		$	21.4596
9/18/2007		1,399		$	20.1397
9/18/2007		(1,399	)	$	20.3100
9/19/2007		3,706		$	20.0757
9/21/2007		700		$	19.4100
9/25/2007		(153	)	$	20.3300
9/27/2007		200		$	19.8900
9/27/2007		(1,550	)	$	20.1029
10/1/2007		(1,700	)	$	20.2829
10/2/2007		(798	)	$	20.0499
10/26/2007		(2,524	)	$	19.2911
10/30/2007		400		$	17.6651
10/30/2007		(400	)	$	18.0450
10/31/2007		(2,900	)	$	18.8216
10/31/2007		703		$	18.6746
11/1/2007		(150	)	$	18.6700
11/1/2007		351		$	18.2546
11/2/2007		(219	)	$	18.5000
11/2/2007		202		$	18.1450
11/5/2007		90		$	17.3400
11/5/2007		(90	)	$	17.9700
11/6/2007		917		$	17.4007

EX-99.3 4 d51509exv99w3.htm LETTER TO THE BOARD OF DIRECTORS exv99w3

Exhibit 3

Southpaw Asset Management LP
4 Greenwich Office Park, First Floor, Greenwich, CT 06831
Phone 203-862-6200 Fax:203-862-6201

November 9, 2007

VIA OVERNIGHT MAIL

Silicon Graphics, Inc.
1140 E. Argues Avenue
Sunnyvale, CA 94085
Attn: Robert H. Ewald

To The Board of Directors of Silicon Graphics, Inc.:

Southpaw Asset Management LP, together with its affiliated entities (collectively “Southpaw”), is the holder of approximately 5.3% of the common stock of Silicon Graphics, Inc. (the “Company” or “SGI”). Southpaw has been a shareholder since the Company’s emergence from bankruptcy in October 2006. The purpose of this letter is to recommend that the Board of Directors immediately undertake a thorough review of strategic alternatives, including the sale of the Company.

We believe that the fundamental value of SGl substantially exceeds the value implied by its current stock price. The combination of the Company’s market leading technologies, highly desirable installed customer base, superior reputation within the industry and rich intellectual property portfolio is severely undervalued at the current stock price. We further believe there is significant interest in the Company from strategic buyers, and a sale process would maximize value for shareholders. In addition, it is our understanding that the Company’s intellectual property, which consists of approximately 700 patents, could be separated from SGI’s operating business with minimal disruption. We believe that the Company’s patent portfolio, if managed properly, could potentially be worth more than SGI’s current market capitalization.

SGI’s strategic value in the high performance computing industry (HPC) is affirmed by its customers. As I’m sure you know, a survey by IDC asked HPC users to state their top three choices among HPC vendors. SGl consistently scored in the top three. The reasons given were technical leadership, willingness to take risks with the customer, performance on applications, discipline-specific knowledge, price/performance on their applications, and recommendations from trusted sources. Furthermore, we have been informed that a number of strategic players privately acknowledge that SGI is a competitive force and that the Company’s “star is on the rise.”

The benefits to SGI’s competitors are substantial and encompass the expansion possibilities from the Company’s installed base and best in class technology, in addition to the synergies that could be realized. Anyone of the Company’s competitors could significantly increase revenues from SGI’s products and services through their substantially larger sales platforms, installed bases and superior resources. Furthermore, much of the Company’s SG&A could be cut by a strategic buyer to create substantial returns without any organic growth. With more than $150 million of annual SG&A, the


• Page 2		November 9, 2007

cost cutting opportunities are substantial for a strategic buyer and make SGI an excellent acquisition candidate on that basis alone. Moreover, the likely buyers trade at a valuation of more than 1x sales, making an acquisition of SGI immediately accretive on a multiple of sales given that the Company’s equity is currently trading at .4x LTM sales. The potential buyers are extremely well capitalized and represent franchise brands within the technology industry.

In our judgment, the current undervaluation of SGI’s common equity is primarily due to dynamics surrounding the stock. As you know, the majority of SGI’s common stock is closely held by a combination of hedge funds and proprietary trading desks at investment banks. Given the small float, small market capitalization and lack of sell-side research coverage, the limited liquidity creates an unnatural valuation platform for the stock and does not accurately reflect the fundamental value that resides within the Company and its intellectual property.

We had originally intended to hold SGI shares as a passive investment. However, the significant decline in the stock price over the course of the past ten months, coupled with the Board’s “business as usual” strategic direction, compels us to become more active. While we are pleased by the Company’s turnaround since emerging from bankruptcy, as evidenced by the recent announcement of a 43% increase in bookings, the share price fails to recognize this positive momentum. It is our view that this will continue and that the only way to unlock value for shareholders is through strategic alternatives. For the Board and management to continue to take comfort in a turnaround story that is not being reflected in the stock price is unacceptable. We believe there are currently significant strategic alternatives for the Company and that it is incumbent on the Board to pursue these opportunities and deliver value to shareholders as soon as possible.

Given our standing as minority public shareholders, we obviously lack visibility into all of the considerations that would affect Board decisions. We know that the Company’s two largest shareholders, Quadrangle Group and Watershed Asset Management, are also Board members, but we feel that it is incumbent upon us to share our views. We would think that we undoubtedly speak for all of the Company’s shareholders when we express our frustration with the performance of the Company’s stock, and we believe that there are specific opportunities available to the Company to unlock value for the benefit of all shareholders. This process should include the appointment of a special committee of directors to immediately begin pursuing all available strategic alternatives. As the Board makes these decisions, it needs to be mindful of the fact that its fiduciary duty is to maximize value for all shareholders and not simply take direction from the shareholders who have representatives on the Board.

We appreciate the Board’s consideration of our views, and we are available to discuss any thoughts that you deem appropriate.

Sincerely,

Jeffrey Cohen
Managing Director
Southpaw Asset Management LP

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