-----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, POg9Kgh0Uv2l70oDFlnHJrwd0yfFUG8AoKYD3gNJcyK4skHFzxUh2Cju6C2rspty WApN6S+o4QTaoH7yvZdDKQ== 0000906344-03-000163.txt : 20030612 0000906344-03-000163.hdr.sgml : 20030612 20030612154705 ACCESSION NUMBER: 0000906344-03-000163 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030612 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CELERITEK INC/CA CENTRAL INDEX KEY: 0000919583 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 770057484 STATE OF INCORPORATION: CA FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-49108 FILM NUMBER: 03742249 BUSINESS ADDRESS: STREET 1: 3236 SCOTT BLVD CITY: SANTA CLARA STATE: CA ZIP: 95054 BUSINESS PHONE: 4089865060 MAIL ADDRESS: STREET 1: 3236 SCOTT BLVD CITY: SANTA CLARA STATE: CA ZIP: 95054 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BRICOLEUR CAPITAL MANAGEMENT LLC CENTRAL INDEX KEY: 0001056566 IRS NUMBER: 134003626 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 12230 EL CAMINO REAL STREET 2: SUITE 100 CITY: SAN DIEGO STATE: CA ZIP: 92130 BUSINESS PHONE: 6195971708 MAIL ADDRESS: STREET 1: 12230 EL CAMINO REAL STREET 2: SUITE 100 CITY: SAN DIEGO STATE: CA ZIP: 92130 SC 13D/A 1 cel13d3.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (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) (Amendment No. 3)* CELERITEK, INC. --------------- (Name of Issuer) Common Stock ------------ (Title of Class of Securities) 150926103 --------- (CUSIP Number) Mark D. Whatley Howard, Rice, Nemerovski, Canady, Falk & Rabkin A Professional Corporation Three Embarcadero Center, Suite 700 San Francisco, CA 94111 (415) 434-1600 -------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 28, 2003 ------------ (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(c), 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(b) for other parties to whom copies are to be sent. *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 the disclosures provided in a prior cover page. 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 ("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). Exhibit Index on Page 5 Total Pages 5 CUSIP No. 150926103 SCHEDULE 13D Page 2 of 5 1 Name of Reporting Person BRICOLEUR CAPITAL MANAGEMENT LLC IRS Identification No. of Above Person 13-40036 2 Check the Appropriate Box if a member of a Group (a) [ ] (b) [x] 3 SEC USE ONLY 4 Source of Funds OO 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization Delaware, United States 7 Sole Voting Power -0- NUMBER OF SHARES 8 Shared Voting Power 537,083 BENEFICIALLY OWNED BY EACH 9 Sole Dispositive Power -0- REPORTING PERSON WITH 10 Shared Dispositive Power 537,083 11 Aggregate Amount Beneficially Owned by Each Reporting Person 537,083 12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares [x] 13 Percent of Class Represented by Amount in Row 11 4.4% 14 Type of Reporting Person IA CUSIP No. 150926103 SCHEDULE 13D Page 3 of 5 Item 4. Purpose of Transaction. This item as previously filed is amended to include the following additional information: On May 28, 2003, the Celeritek Shareholder Protective Committee (the "Committee") entered into a definitive Settlement Agreement with Celeritek, Inc. ("Celeritek") resolving the disputes between the Committee and Celeritek. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. This item as previously filed is amended to include the following additional information: On May 28, 2003, Celeritek, the Committee and the members and certain affiliates of the Committee entered into a settlement agreement dated May 28, 2003 (the "Settlement Agreement"). Pursuant to the Settlement Agreement, the special meeting of shareholders called by the Committee was cancelled and Bricoleur and Lloyd Miller agreed to withdraw their respective proposals that had been submitted for consideration at Celeritek's 2003 Annual Meeting. The Settlement Agreement also contains, among other things, provisions requiring each of the Committee members to vote their Celeritek stock in favor of the election of certain individuals to the Board and to refrain from taking certain actions until after Celeritek's 2004 annual meeting. Each of the Committee members also agreed to certain restrictions on the acquisition or transfer of Celeritek stock until after Celeritek's 2004 annual meeting. The full text of the Settlement Agreement may be found at Exhibit 99.1 to Celeritek's Form 8-K filed with the SEC on May 28, 2003. Item 7. Material to Be Filed as Exhibits. This item as previously filed is amended to include the following additional exhibits: Exhibit G. Settlement Agreement, dated May 28, 2003, between Celeritek, the Committee and the members and certain affiliates of the Committee (incorporated herein by reference to Exhibit 99.1 to Celeritek's Form 8-K filed with the SEC on May 28, 2003) CUSIP No. 150926103 SCHEDULE 13D Page 4 of 5 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. BRICOLEUR CAPITAL MANAGEMENT LLC By _____________/s/________________ Chris Nero, Management Committee Member DATED: June 12, 2003 CUSIP No. 150926103 SCHEDULE 13D Page 5 of 5 EXHIBIT INDEX Exhibit G. Settlement Agreement, dated May 28, 2003, between Celeritek, the Committee and the members and certain affiliates of the Committee (incorporated herein by reference to Exhibit 99.1 to Celeritek's Form 8-K filed with the SEC on May 28, 2003) -----END PRIVACY-ENHANCED MESSAGE-----