-----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, SvuawoD+QgmswdMOb9KiZIEygobhZnyOICoUeRXyUscPwW5VA7tJBQz47v4UiugU 923BN2KCMhGmWoY4v/x3+Q== 0001013594-10-000619.txt : 20100813 0001013594-10-000619.hdr.sgml : 20100813 20100813174625 ACCESSION NUMBER: 0001013594-10-000619 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100811 FILED AS OF DATE: 20100813 DATE AS OF CHANGE: 20100813 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Kaufman Michael A CENTRAL INDEX KEY: 0001426157 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-15959 FILM NUMBER: 101016490 MAIL ADDRESS: STREET 1: 590 MADISON AVENUE, 9TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: THQ INC CENTRAL INDEX KEY: 0000865570 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 133541686 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 BUSINESS ADDRESS: STREET 1: 29903 AGOURA ROAD CITY: AGOURA HILLS STATE: CA ZIP: 91301 BUSINESS PHONE: 8188715000 MAIL ADDRESS: STREET 1: 29903 AGOURA ROAD CITY: AGOURA HILLS STATE: CA ZIP: 91301 FORMER COMPANY: FORMER CONFORMED NAME: TRINITY ACQUISITION CORP/NY/ DATE OF NAME CHANGE: 19600201 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SUSSMAN S DONALD CENTRAL INDEX KEY: 0001044734 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-15959 FILM NUMBER: 101016489 MAIL ADDRESS: STREET 1: 6100 RED HOOK QUARTER, 18B STREET 2: SUITES C, 1-6 CITY: ST. THOMAS STATE: VI ZIP: 00802 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MAK CAPITAL ONE LLC CENTRAL INDEX KEY: 0001385702 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-15959 FILM NUMBER: 101016492 BUSINESS ADDRESS: STREET 1: 590 MADISON AVENUE, 9TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-486-3211 MAIL ADDRESS: STREET 1: 590 MADISON AVENUE, 9TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER NAME: FORMER CONFORMED NAME: MAK Capital DATE OF NAME CHANGE: 20070109 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MAK Capital Fund LP CENTRAL INDEX KEY: 0001426156 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-15959 FILM NUMBER: 101016491 BUSINESS ADDRESS: STREET 1: 590 MADISON AVENUE, 9TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-486-3211 MAIL ADDRESS: STREET 1: 590 MADISON AVENUE, 9TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MAK-ro Capital Master Fund LP CENTRAL INDEX KEY: 0001480092 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-15959 FILM NUMBER: 101016488 BUSINESS ADDRESS: STREET 1: C/O DUNDEE LEEDS MANAGEMENT SERVICES LTD STREET 2: 129 FRONT STREET CITY: HAMILTON STATE: D0 ZIP: HM12 BUSINESS PHONE: 212-486-3211 MAIL ADDRESS: STREET 1: C/O DUNDEE LEEDS MANAGEMENT SERVICES LTD STREET 2: 129 FRONT STREET CITY: HAMILTON STATE: D0 ZIP: HM12 4 1 thqfm4-081310_ex.xml X0303 4 2010-08-11 0 0000865570 THQ INC THQI 0001385702 MAK CAPITAL ONE LLC 590 MADISON AVENUE, 9TH FLOOR NEW YORK NY 10022 0 0 1 0 0001426156 MAK Capital Fund LP 590 MADISON AVENUE, 9TH FLOOR NEW YORK NY 10022 0 0 1 0 0001426157 Kaufman Michael A 590 MADISON AVENUE, 9TH FLOOR NEW YORK NY 10022 0 0 1 0 0001044734 SUSSMAN S DONALD 6100 RED HOOK QUARTER, 18B SUITES C, 1-6 ST. THOMAS VI 00802 VIRGIN ISLANDS, U.S. 0 0 1 0 0001480092 MAK-ro Capital Master Fund LP C/O DUNDEE LEEDS MANAGEMENT SERVICES LTD 129 FRONT STREET HAMILTON D0 HM12 BERMUDA 0 0 1 0 Common Stock 2010-08-11 4 S 0 179700 3.9394 D 6296456 D Common Stock 2010-08-11 4 S 0 10700 3.9394 D 324700 D Common Stock 2010-08-11 4 S 0 43295 3.9394 D 883009 I See Common Stock 2010-08-12 4 S 0 153800 3.6826 D 6142656 D Common Stock 2010-08-12 4 S 0 9200 3.6826 D 315500 D Common Stock 2010-08-12 4 S 0 37000 3.6826 D 846009 I See Common Stock 2010-08-13 4 S 0 159700 3.4523 D 5982956 D Common Stock 2010-08-13 4 S 0 9500 3.4523 D 306000 D Common Stock 2010-08-13 4 S 0 38482 3.4523 D 807527 I See Reflects the transactions of securities owned directly by MAK Capital Fund LP ("MAK Capital Fund"). Reflects the transactions of securities owned directly by MAK-ro Capital Master Fund LP (the "MAK-ro Fund"). Reflects the securities of the issuer owned indirectly by Paloma International L.P. ("Paloma") through its subsidiary, Sunrise Partners Limited Partnership. MAK Capital One LLC ("MAK Capital One") acts as the investment manager of MAK Capital Fund, MAK-ro Fund and Paloma with respect to the securities reported herein. Michael A. Kaufman is the managing member of MAK Capital One and the controlling person of MAK Capital Fund and MAK-ro Fund. S. Donald Sussman is the controlling person of Paloma. MAK Capital One and Michael A. Kaufman may be deemed to indirectly beneficially own the shares of common stock held by MAK Capital Fund, MAK-ro Fund and Paloma. Mr. Sussman may be deemed to indirectly beneficially own the shares of common stock held by Paloma. For purposes of this Form 4, MAK Capital One, Mr. Kaufman and Mr. Sussman each disclaims beneficial ownership of the shares of common stock owned by MAK Capital Fund, MAK-ro Fund and Paloma, except to the extent of their pecuniary interest therein. Michael A. Kaufman, Managing Member of MAK Capital One LLC 2010-08-13 EX-99 2 thqex99-081310.txt AUGUST 13, 2010 Joint Filer Information Title of Security: Common Stock Issuer & Ticker Symbol: THQ INC. (THQI) Designated Filer: MAK Capital One LLC Other Joint Filers: MAK Capital Fund LP (the "MAK Capital Fund"); MAK-ro Capital Master Fund LP (the "Mak-ro Fund"); Michael A. Kaufman; Paloma International L.P. ("Paloma"); and S. Donald Sussman Addresses: The address of Mr. Kaufman is 590 Madison Ave, 9th Floor, New York, New York 10022. The address of each of the MAK Fund and MAK-ro Fund is c/o Dundee Leeds Management Services Ltd., 129 Front Street, Hamilton, Bermuda HM12. The address of Paloma is Two American Lane, Greenwich, Connecticut 06836. The address of Mr. Sussman is 6100 Red Hook Quarter, 18B, Suites C, 1-6, St. Thomas, United States Virgin Islands 00802. Signatures: Dated: August 13, 2010 MAK CAPITAL FUND LP By: MAK GP LLC, as General Partner By: /s/ Michael A. Kaufman ---------------------- Michael A. Kaufman, Managing Member MAK-ro CAPITAL MASTER FUND LP By: /s/ Michael A. Kaufman ---------------------- Michael A. Kaufman, President /s/ Michael A. Kaufman ---------------------- Michael A. Kaufman PALOMA INTERNATIONAL L.P. By: Paloma Partners Company L.L.C., general partner By: /s/ Michael J. Berner --------------------- Michael J. Berner, Vice President S. DONALD SUSSMAN By: /s/ Michael J. Berner --------------------- Michael J. Berner, Attorney-in-Fact POWER OF ATTORNEY The undersigned hereby makes, constitutes and appoints each of Michael J. Berner and Douglas W. Ambrose as the undersigned's true and lawful authorized representative, attorney-in-fact and agent, each with the power individually to execute for and on behalf of the undersigned and to file with and deliver to the United States Securities and Exchange Commission and any other authority or party required or entitled to receive the same: (a) any Forms 3, 4 and 5, and any amendments thereto, in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the "1934 Act"), and the rules promulgated thereunder; and (b) any Schedule 13D or Schedule 13G, and any amendments thereto, on behalf of the undersigned in accordance with Section 13 of the 1934 Act and the rules promulgated thereunder. The undersigned also hereby grants to each such attorney-in-fact the full power and authority to do and perform all and every act and thing whatsoever requisite, necessary and proper to be done in the exercise of any of the rights and powers herein granted, hereby ratifying and confirming all that such attorney-in-fact shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that each of the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned's responsibilities to comply with Section 16 or Section 13 or any other provision of the 1934 Act or the rules promulgated thereunder. This Power of Attorney shall remain in full force and effect until earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of May 9, 2006. /s/ S. Donald Sussman - ---------------------- S. Donald Sussman ACKNOWLEDGEMENT IN NEW YORK STATE STATE OF CONNECTICUT, COUNTY OF FAIRFIELD ss.: On May 9, 2006, before me, the undersigned personally appeared, S. Donald Sussman, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument. /s/ Diane R. Erickson ---------------------- Diane R. Erickson, Notary Public (signature and office of individual taking acknowledgement) -----END PRIVACY-ENHANCED MESSAGE-----