0000921895-15-002830.txt : 20151218 0000921895-15-002830.hdr.sgml : 20151218 20151218172846 ACCESSION NUMBER: 0000921895-15-002830 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20151218 DATE AS OF CHANGE: 20151218 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EZCHIP SEMICONDUCTOR LTD CENTRAL INDEX KEY: 0000892534 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER COMMUNICATIONS EQUIPMENT [3576] IRS NUMBER: 000000000 STATE OF INCORPORATION: L3 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-59319 FILM NUMBER: 151297702 BUSINESS ADDRESS: STREET 1: 1 HATAMAR STREET STREET 2: PO BOX 527 CITY: YOKNEAM STATE: L3 ZIP: 20692 BUSINESS PHONE: (972)(4) 959-6666 MAIL ADDRESS: STREET 1: 1 HATAMAR STREET STREET 2: PO BOX 527 CITY: YOKNEAM STATE: L3 ZIP: 20692 FORMER COMPANY: FORMER CONFORMED NAME: EZchip Semiconductor Ltd DATE OF NAME CHANGE: 20080730 FORMER COMPANY: FORMER CONFORMED NAME: LANOPTICS LTD DATE OF NAME CHANGE: 20000718 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Raging Capital Management, LLC CENTRAL INDEX KEY: 0001444376 IRS NUMBER: 204306350 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: TEN PRINCETON AVENUE STREET 2: PO BOX 228 CITY: ROCKY HILL STATE: NJ ZIP: 08553-0228 BUSINESS PHONE: 6099100954 MAIL ADDRESS: STREET 1: TEN PRINCETON AVENUE STREET 2: PO BOX 228 CITY: ROCKY HILL STATE: NJ ZIP: 08553-0228 SC 13D/A 1 sc13da707738058_12182015.htm AMENDMENT NO. 7 TO SCHEDULE 13D sc13da707738058_12182015.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)

(Amendment No. 7)1

EZchip Semiconductor Ltd.
(Name of Issuer)

Ordinary Shares, par value NIS 0.02 per share
(Title of Class of Securities)

M4146Y108
(CUSIP Number)
 
Steve Wolosky, Esq.
Olshan Frome Wolosky LLP
Park Avenue Tower
65 East 55th Street
New York, New York 10022
(212) 451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

December 16, 2015
(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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-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 § 240.13d-7 for other parties to whom copies are to be sent.


_______________
1              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. M4146Y108
 
1
NAME OF REPORTING PERSON
 
Raging Capital Master Fund, Ltd.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (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
 
- 0 -
8
SHARED VOTING POWER
 
2,418,695
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
2,418,695
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,418,695
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
8.1%
14
TYPE OF REPORTING PERSON
 
CO

 
2

 
CUSIP NO. M4146Y108
 
1
NAME OF REPORTING PERSON
 
Raging Capital Management, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
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
 
- 0 -
8
SHARED VOTING POWER
 
2,418,695
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
2,418,695
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,418,695
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
8.1%
14
TYPE OF REPORTING PERSON
 
IA

 
3

 
CUSIP NO. M4146Y108
 
1
NAME OF REPORTING PERSON
 
William C. Martin
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
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
 
2,418,695
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
2,418,695
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,418,695
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
8.1%
14
TYPE OF REPORTING PERSON
 
IN

 
4

 
CUSIP NO. M4146Y108
 
1
NAME OF REPORTING PERSON
 
Paul K. McWilliams
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (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
 
4,000
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
4,000
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
4,000
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

 
5

 
CUSIP NO. M4146Y108
 
1
NAME OF REPORTING PERSON
 
Kenneth H. Traub
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (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
 
10,000
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
10,000
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
10,000
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

 
6

 
CUSIP NO. M4146Y108
 
The following constitutes Amendment No. 7 to the Schedule 13D filed by the undersigned (“Amendment No. 7”).  This Amendment No. 7 amends the Schedule 13D as specifically set forth herein.
 
Item 2.
Identity and Background.
 
Item 2 is hereby amended to add the following:
 
On December 1, 2015, Kenneth H. Traub agreed to serve as a Managing Partner of Raging Capital, effective immediately.
 
Item 3.
Source and Amount of Funds or Other Consideration.
 
Item 3 is hereby amended and restated to read as follows:
 
The aggregate purchase price of the 2,418,695 Ordinary Shares owned directly by Raging Master is approximately $42,907,928, including brokerage commissions.  Such Ordinary Shares were acquired with the working capital of Raging Master.
 
Raging Master effects purchases of securities primarily through margin accounts maintained for it with prime brokers, which may extend margin credit to it as and when required to open or carry positions in the margin accounts, subject to applicable federal margin regulations, stock exchange rules and the prime brokers’ credit policies.  In such instances, the positions held in the margin accounts are pledged as collateral security for the repayment of debit balances in the accounts.
 
The aggregate purchase price of the 4,000 Ordinary Shares owned directly by Paul K. McWilliams is approximately $77,147, including brokerage commissions.  Such Ordinary Shares were acquired with personal funds.
 
 The aggregate purchase price of the 10,000 Ordinary Shares owned directly by Kenneth H. Traub is approximately $243,297, including brokerage commissions.  Such Ordinary Shares were acquired with personal funds.
 
Item 4.
Purpose of Transaction.
 
 
Item 4 is hereby amended to add the following:
 
On December 14, 2015, Raging Capital issued a press release reiterating concerns regarding the Merger Agreement with Mellanox and expressing its concerns over the Issuer’s Go Shop process.  The press release is attached as an exhibit hereto and incorporated herein by reference.  On December 16, 2015, the Issuer announced that the Go Shop period expired, it did not receive a superior proposal and it will be seeking shareholder approval again for the Merger Agreement at an Extraordinary General Meeting scheduled for January 19, 2016.  Raging Capital continues to believe that the Issuer should not have entered into the Merger Agreement with Mellanox which significantly undervalues the Issuer.
 
Item 5.
Interest in Securities of the Issuer.
 
Items 5(a) – (c) are hereby amended and restated to read as follows:
 
(a)           The aggregate percentage of Ordinary Shares reported owned by each person named herein is based upon 29,961,616 Ordinary Shares outstanding as of October 12, 2015, which is the total number of Ordinary Shares outstanding as reported in Exhibit 99.1 to the Issuer’s Form 6-K filed with the Securities and Exchange Commission on October 13, 2015.
 
As of the close of business on the date hereof, Raging Master directly owned 2,418,695 Ordinary Shares, constituting approximately 8.1% of the Ordinary Shares outstanding.  By virtue of their relationships with Raging Master discussed in further detail in Item 2, each of Raging Capital and William C. Martin may be deemed to beneficially own the Ordinary Shares directly owned by Raging Master.
 
 
7

 
CUSIP NO. M4146Y108
 
As of the close of business on the date hereof, Paul K. McWilliams directly owned 4,000 Ordinary Shares, constituting less than 1% of the Ordinary Shares outstanding.
 
As of the close of business on the date hereof, Kenneth H. Traub directly owned 10,000 Ordinary Shares, constituting less than 1% of the Ordinary Shares outstanding.
 
Each of the Reporting Persons, as a member of a “group” with the other Reporting Persons for purposes of Rule 13d-5(b)(1) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), may be deemed to beneficially own the securities of the Issuer owned by the other Reporting Persons.  The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Exchange Act, the beneficial owners of any securities of the Issuer he or it does not directly own.  Each of the Reporting Persons specifically disclaims beneficial ownership of the securities of the Issuer reported herein that he or it does not directly own.
 
(b)           Raging Master may be deemed to share with Raging Capital and William C. Martin the power to vote and dispose of the Ordinary Shares directly owned by Raging Master.
 
Paul K. McWilliams has the sole power to vote and dispose of the Ordinary Shares directly owned by him.
 
Kenneth H. Traub has the sole power to vote and dispose of the Ordinary Shares directly owned by him.
 
(c)           Schedule B annexed hereto lists all transactions in the securities of the Issuer by the Reporting Persons since the filing of Amendment No. 6 to the Schedule 13D.  All of such transactions were effected in the open market.
 
Item 6.
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
 
Item 6 is hereby amended to add the following:
 
Since the filing of Amendment No. 6 to the Schedule 13D on November 23, 2015, Raging Master has purchased an aggregate of 249,100 additional Shares and has sold exchange-listed put options with an exercise price of $25.00 per Ordinary Share expiring on January 15, 2016 referencing an aggregate of 556,500 Shares, thereby reducing its previously disclosed position in such put options.  As a result, Raging Master’s current ownership of derivative securities of the Issuer is as follows:
 
 
(i)
Raging Master owns exchange-listed put options referencing an aggregate of 362,800 Ordinary Shares, which have an exercise price of $25.00 per Ordinary Share and expire on January 15, 2016.
 
 
(ii)
Raging Master is short exchange-listed put options referencing an aggregate of 914,600 Ordinary Shares, which have an exercise price of $20.00 per Ordinary Share and expire on January 15, 2016.
 
Item 7.
Material to be Filed as Exhibits.
 
Item 7 is hereby amended to add the following exhibit:
 
 
99.1
Press Release, dated December 14, 2015.
 
 
8

 
CUSIP NO. M4146Y108
 
SIGNATURES
 
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
 
Dated:  December 18, 2015
Raging Capital Master Fund, Ltd.
     
 
By:
Raging Capital Management, LLC
Investment Manager
     
 
By:
/s/ Frederick C. Wasch
   
Name:
Frederick C. Wasch
   
Title:
Chief Financial Officer


 
Raging Capital Management, LLC
   
 
By:
/s/ Frederick C. Wasch
   
Name:
Frederick C. Wasch
   
Title:
Chief Financial Officer


 
/s/ Frederick C. Wasch
 
Frederick C. Wasch  as attorney-in-fact for William C. Martin


 
/s/ Paul K. McWilliams
 
Paul K. McWilliams


 
/s/ Kenneth H. Traub
 
Kenneth H. Traub
 
 
9

 
CUSIP NO. M4146Y108
 
SCHEDULE B

Transactions in the Securities of the Issuer Since the Filing of Amendment No. 6 to the Schedule 13D

 
Class of
Security
Securities
Purchased / (Sold)
 
Price ($)
Date of
Purchase / Sale

RAGING CAPITAL MASTER FUND, LTD.
 
January 2016 Put Option
($25 Strike Price)
(1,367)
0.9173
12/11/2015
Ordinary Shares
41,681
24.2369
12/14/2015
Ordinary Shares
163,226
24.2784
12/14/2015
Ordinary Shares
6,800
24.2427
12/15/2015
Ordinary Shares
37,393
24.2809
12/15/2015
January 2016 Put Option
($25 Strike Price)
(1,039)
0.7741
12/16/2015
January 2016 Put Option
($25 Strike Price)
(2,000)
0.8022
12/16/2015
January 2016 Put Option
($25 Strike Price)
(159)
0.5500
12/17/2015
January 2016 Put Option
($25 Strike Price)
(1,000)
0.4058
12/17/2015

 
EX-99 2 ex991to13da707738058_121815.htm PRESS RELEASE ex991to13da707738058_121815.htm
Exhibit 99.1
 
Raging Capital Comments on EZchip
 
Raises Concerns Over EZchip’s Commitment to a Successful Go Shop Process to Maximize Value for Shareholders
 
Continues to Demand Greater Transparency So Shareholders Can Make a Fully Informed Decision About EZchip’s Future
 

 
ROCKY HILL, N.J., December 14, 2015 /PRNewswire/ -- Raging Capital Management, LLC (“Raging Capital”), the largest shareholder of EZchip Semiconductor Ltd. (NASDAQ: EZCH) (“EZchip” or the “Company”) owning approximately 7.9% of the ordinary shares outstanding, commented today on the Go Shop process that EZchip initiated after the Company postponed the shareholder vote on the Company’s proposed sale to Mellanox Technologies, Ltd. (NASDAQ: MLNX) (“Mellanox”).
 
On November 12, 2015, the day EZchip shareholders were scheduled to vote on the Company’s proposed sale to Mellanox, EZchip announced that it decided to postpone the vote on the sale and amend the merger agreement to provide for a thirty day Go Shop period.   We believe the Company postponed the vote since it did not receive the requisite vote at the shareholder meeting it had scheduled in order to approve the ill-advised and undervalued $25.50 per share buyout offer.
 
Despite EZchip’s last minute maneuvers, the postponed merger with Mellanox and the establishment of an additional Go Shop provision was a victory for EZchip shareholders.  And while it confirmed to Raging Capital our strong belief that the original process to sell EZchip was both flawed and incomplete, it ultimately provided the Company with an opportunity to engage other interested parties to make a fulsome bid.
 
Unfortunately, instead of making EZchip as attractive as possible to prospective bidders, EZchip’s CEO Eli Fruchter has instead used this time trying to convince shareholders who voted against the Mellanox transaction that the Company’s prospects aren’t as good as he once said they were.
 
Eli Fruchter’s comments posted on a fee-based, subscription-only message board are inappropriate and potentially damaging to shareholders
 
In fact, it has come to our attention that Mr. Fruchter has recently been posting comments on a private subscription-based message board which paint a negative picture of the business.  In our opinion, Mr. Fruchter’s imprudent comments are intentionally sabotaging the Go Shop process.  Not only are Mr. Fruchter’s comments downplaying the Company’s future business prospects in a manner completely inappropriate for a public-company CEO in the midst of what should be a competitive sale process, but they reveal how his motives may be focused only on closing a transaction with his neighbors at Mellanox and misaligned with shareholders who seek to maximize the value of their shares.
 
 
 

 
 
Raging Capital previously publicly requested EZchip to “…update its shareholders with a current list of NPS design wins and host a conference call with an open Q&A for all shareholders in order to provide appropriate transparency into the current state of the business...”  We continue to call on the Company to be fully transparent with all shareholders, and would ask it to refrain from making statements on private message boards, particularly those that are designed to promote the ill-advised sale to Mellanox and diminish the prospects of all other alternatives for the Company and its shareholders.
 
Raging Capital continues to believe that EZchip should not have entered into the agreement to sell to Mellanox at $25.50 per share because we believe the Company is worth much more.  We also strongly believe that now that the Company has the right to a Go Shop, they should be using all of their efforts to maximize shareholder value by securing a superior transaction rather than aggressively promoting the ill-advised sale to Mellanox.  In the event that the Company fails to obtain a superior offer via the Go Shop process, Raging Capital intends to once again vote against the proposed sale to Mellanox.
 

 
Media Contact:
 
Hedge Fund Solutions, LLC
 
Damien Park, 215-325-0514
 

 
Investor Contact:
 
Raging Capital Management, LLC
 
Kenneth Traub, 609-357-1874