0000921895-16-002969.txt : 20160108 0000921895-16-002969.hdr.sgml : 20160108 20160108172556 ACCESSION NUMBER: 0000921895-16-002969 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20160108 DATE AS OF CHANGE: 20160108 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: 161334434 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 sc13da907738058_01082016.htm AMENDMENT NO. 9 TO SCHEDULE 13D sc13da907738058_01082016.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. 9)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)

January 6, 2016
(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
 
                742,507
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
742,507
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
742,507
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
2.5%
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
 
742,507
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
742,507
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
742,507
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
2.5%
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
 
742,507
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
742,507
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
742,507
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
2.5%
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. 9 to the Schedule 13D filed by the undersigned (“Amendment No. 9”).  This Amendment No. 9 amends the Schedule 13D as specifically set forth herein.

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 742,507 Ordinary Shares owned directly by Raging Master is approximately $16,369,504, 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 January 6, 2016, Raging Capital issued a press release announcing that it supports the Issuer’s proposed merger with Mellanox Technologies, Ltd. (“Mellanox”) which is scheduled for a shareholder vote at the Extraordinary General Meeting on January 19, 2016. As Raging Capital has articulated previously, it believes the Issuer has leading edge technology, and is well-positioned to capitalize on the emerging trends of SDN/NFV and white box networking and it believes the Issuer is worth more than $25.50 per share.  Through Raging Capital’s efforts, the Issuer and Mellanox agreed to amend their merger agreement to provide for a Go Shop process, but no superior offer emerged. Consequently, under the current circumstances, Raging Capital believes that the best available option for shareholders is to accept the merger.  The press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
 
Item 5.
Interest in Securities of the Issuer.
 
Items 5(a) – (c), and (e) 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 30,271,371 Ordinary Shares outstanding as of December 18, 2015, which is the total number of Ordinary Shares outstanding as reported in Exhibit 99.2 to the Issuer’s Form 6-K filed with the Securities and Exchange Commission on December 21, 2015.
 
 
7

 
CUSIP NO. M4146Y108
 
As of the close of business on the date hereof, Raging Master directly owned 742,507 Ordinary Shares, constituting approximately 2.5% 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.
 
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. 8 to the Schedule 13D.  All of such transactions were effected in the open market.
 
(e)           As of January 7, 2016, the Reporting Persons ceased to be the beneficial owners of more than 5% of the outstanding Ordinary Shares of the Issuer.
 
Item 7.
Material to be Filed as Exhibits.
 
Item 7 is hereby amended to add the following exhibit:
 
 
Exhibit No.
Description
 
 
99.1
Press Release, dated January 6, 2016.
 
 
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: January 8, 2016
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. 8 to the Schedule 13D

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

RAGING CAPITAL MASTER FUND, LTD.
 
Ordinary Shares
(47,630)
25.2049
01/07/2016
       
Ordinary Shares
(207,141)
25.2049
01/07/2016
       
Ordinary Shares
(365,700)
25.2046
01/07/2016
       
Ordinary Shares
(336,700)
25.2006
01/07/2016
       
Ordinary Shares
(300,000)
25.2055
01/07/2016
       
Ordinary Shares
(200)
25.2100
01/07/2016
       
Ordinary Shares
(56,722)
25.1910
01/07/2016
       
Ordinary Shares
(93,424)
25.1910
01/07/2016
       
Ordinary Shares
(133,146)
25.2027
01/08/2016
       
Ordinary Shares
(141,525)
25.1989
01/08/2016
       
EX-99.1 2 ex991to13da907738058_010816.htm PRESS RELEASE ex991to13da907738058_010816.htm
Exhibit 99.1
 
Raging Capital Announces its Support for EZchip/Mellanox Transaction
 
ROCKY HILL, N.J., Jan. 6, 2016 /PRNewswire/ -- Raging Capital Management, LLC ("Raging Capital"), the largest shareholder of EZchip Semiconductor Ltd. (NASDAQ: EZCH) ("EZchip" or the "Company") owning approximately 8.0% of the ordinary shares outstanding, announced today that it supports EZchip's proposed merger with Mellanox Technologies, Ltd. (NASDAQ: MLNX) ("Mellanox") which is scheduled for a shareholder vote at the Extraordinary General Meeting on January 19, 2016.
 
As Raging Capital has articulated previously, we believe EZchip has leading edge technology, and is well-positioned to capitalize on the emerging trends of SDN/NFV and white box networking and we believe EZchip is worth more than $25.50 per share.  Through our efforts, EZchip and Mellanox agreed to amend their merger agreement to provide for a Go Shop process, but no superior offer emerged from that process.
 
Consequently, under the current circumstances, we believe the best available option for EZchip's shareholders is to accept the transaction with Mellanox. 
 
We would like to thank the EZchip shareholders as well as the dedicated EZchip employees who have built an amazing company.  You should be proud.
 
Media Contact:
Hedge Fund Solutions, LLC
Damien Park, 215-325-0514
 
Investor Contact:
Raging Capital Management, LLC
Kenneth Traub, 609-357-1874