SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(RULE 13d-2-101)
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)(1)
SILICON STORAGE TECHNOLOGY, INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
827057100
(CUSIP Number)
RILEY INVESTMENT MANAGEMENT LLC
ATTN: BRYANT R. RILEY
11100 SANTA MONICA BLVD.
SUITE 810
LOS ANGELES, CA 90025
(310) 966-1445
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
MAY 21, 2008
(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(b)(3) or (4), 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.
(Continued on following pages)
--------------
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. 827057100 13D Page 2
--------- ----------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR IRS. IDENTIFICATION NO. OF ABOVE PERSON
Riley Investment Partners Master Fund, L.P.
--------- ----------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
--------- ----------------------------------------------------------------------
3 SEC USE ONLY
--------- ----------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
--------- ----------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
[ ]
--------- ----------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
---------------------- ------ --------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 594,526
------ --------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -0-
------ --------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 594,526
------ --------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH -0-
---------------------- ------ --------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
594,526
--------- ----------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES SHARES*
[ ]
--------- ----------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.6%(1)
--------- ----------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
--------- ----------------------------------------------------------------------
------------------------
(1) Based on 102,204,557 shares of common stock of Silicon Storage Technology,
Inc. (the "Issuer") outstanding at May 2, 2008, as reported in the Issuer's
Quarterly Report on Form 10-Q for the quarter ended March 31, 2008 filed with
the Securities and Exchange Commission on May 12, 2008.
CUSIP No. 827057100 13D Page 3
--------- ----------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR IRS. IDENTIFICATION NO. OF ABOVE PERSON
Riley Investment Management LLC
--------- ----------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
--------- ----------------------------------------------------------------------
3 SEC USE ONLY
--------- ----------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF
--------- ----------------------------------------------------------------------
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
---------------------- ------ --------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 1,354,200(2)
------ --------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 4,140,550(3)
------ --------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,354,200(2)
------ --------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 4,140,550(3)
---------------------- ------ --------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,984,874(3)
--------- ----------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES SHARES*
[x]
--------- ----------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.9%(1)
--------- ----------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IA
--------- ----------------------------------------------------------------------
------------------------
(2) Because Riley Investment Management LLC has sole investment and voting power
over 594,526 shares of Common Stock held by Riley Investment Partners Master
Fund, L.P. and 759,674 shares held by its investment advisory clients, Riley
Investment Management LLC may be deemed to have beneficial ownership of these
shares.
(3) Riley Investment Management LLC has shared voting and dispositive power over
4,140,550 shares of Common Stock held in accounts of its investment advisory
clients, 3,630,674 of which are held in accounts indirectly affiliated with Mr.
Riley or Riley Investment Partners Master Fund, L.P. Riley Investment Management
LLC disclaims beneficial ownership of the non-affiliated shares.
CUSIP No. 827057100 13D Page 4
--------- ----------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR IRS. IDENTIFICATION NO. OF ABOVE PERSON
B. Riley & Co. Retirement Trust
--------- ----------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
--------- ----------------------------------------------------------------------
3 SEC USE ONLY
--------- ----------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
--------- ----------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
[ ]
--------- ----------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
---------------------- ------ --------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 50,000
------ --------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -0-
------ --------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 50,000
------ --------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH -0-
---------------------- ------ --------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
50,000
--------- ----------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES SHARES*
[ ]
--------- ----------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.1%(1)
--------- ----------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
--------- ----------------------------------------------------------------------
CUSIP No. 827057100 13D Page 5
-------- -----------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR IRS. IDENTIFICATION NO. OF ABOVE PERSON
B. Riley & Co., LLC
-------- -----------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
-------- -----------------------------------------------------------------------
3 SEC USE ONLY
-------- -----------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
-------- -----------------------------------------------------------------------
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
---------------------- ------ --------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 63,786
------ --------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 655,088(4)
------ --------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 63,786
------ --------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 655,088(4)
---------------------- ------ --------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
718,874
--------- ----------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES SHARES* [ ]
--------- ----------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.7%(1)
--------- ----------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
BD
--------- ----------------------------------------------------------------------
------------------------
(4) B. Riley & Co., LLC has shared voting and dispositive power over 655,088
shares of Common Stock held by a managed account, with which it is indirectly
affiliated.
CUSIP No. 827057100 13D Page 6
--------- ----------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR IRS. IDENTIFICATION NO. OF ABOVE PERSON
Bryant R. Riley
--------- ----------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
--------- ----------------------------------------------------------------------
3 SEC USE ONLY
--------- ----------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF
--------- ----------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
[ ]
--------- ----------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
---------------------- ------ --------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 1,475,986(5)
------ --------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 4,795,638(6)
------ --------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,475,986(5)
------ --------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 4,795,638(6)
---------------------- ------ --------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,761,748(6)
--------- ----------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES SHARES*
[x]
--------- ----------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.6%(1)
--------- ----------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
--------- ----------------------------------------------------------------------
------------------------
(5) Because Riley Investment Management LLC has sole voting and investment power
over security holdings of Riley Investment Partners Master Fund, L.P.'s and
certain managed accounts of its investment advisory clients and Mr. Riley, in
his role as the sole manager of Riley Investment Management LLC, controls its
voting and investment decisions, each of Riley Investment Management LLC and Mr.
Riley may be deemed to have beneficial ownership of the 594,526 shares of Common
Stock held by Riley Investment Partners Master Fund, L.P. and 759,674 shares
held in managed accounts by its investment advisory clients. Includes 50,000
shares held by the B. Riley & Co. Retirement Trust, of which Mr. Riley is the
trustee. Includes 63,786 shares held by B. Riley & Co., LLC over which Mr. Riley
has sole voting and dispositive power. Includes 8,000 shares held by Mr. Riley's
children.
(6) Riley Investment Management LLC has shared voting and dispositive power over
4,140,550 shares of Common Stock held in accounts of its investment advisory
clients, 3,630,674 of which are held in accounts indirectly affiliated with Mr.
Riley or Riley Investment Partners Master Fund, L.P. Mr. Riley disclaims
beneficial ownership of the non-affiliated shares. B. Riley & Co., LLC Inc. has
shared voting and dispositive power over 655,088 shares of Common Stock held by
a managed account, with which it is indirectly affiliated. Mr. Riley is the
Chairman of B. Riley & Co., LLC.
CUSIP No. 827057100 13D Page 7
ITEM 4. PURPOSE OF THE TRANSACTION
Item 4 here is hereby amended to add the following:
On May 21, 2008, the Reporting Persons entered into a
settlement agreement (the "Settlement Agreement") with the
Issuer. Pursuant to the Settlement Agreement, among other
things, the Issuer is obligated to include Mr. Riley in its
Board of Director's slate of nominees for election as a
director at the Issuer's 2008 annual meeting and to use its
reasonable best efforts to cause Mr. Riley's election at the
meeting. If and when elected, Mr. Riley will be appointed to
the Compensation Committee and Nominating Corporate Governance
Committee of the Board, assuming he satisfies applicable legal
requirements and listing standards. The Nominating and
Corporate Governance Committee will use its reasonable best
efforts to appoint one additional member to the Board as
promptly as practicable, who shall be unanimously approved by
the committee. RIP agreed to withdraw its nomination letter
for the 2008 annual meeting.
Pursuant to the Settlement Agreement, the Reporting Persons
agreed to vote in favor of the Board's slate of nominees at
the 2008 annual meeting and all further annual meetings so
long as the slate includes Mr. Riley (or his designated
replacement) and he has consented to be on such slate. The
Reporting Persons also agreed to vote in favor of the
proposals submitted by the Board at the 2008 annual meeting
and all further annual meetings so long as the slate includes
Mr. Riley (or his designated replacement) and he has consented
to be on such slate and provided that Mr. Riley (or his
designated replacement) has voted in favor of such proposal as
a member of the Board.
Pursuant to the Settlement Agreement, the Reporting Persons
agreed until at least June 30, 2009 and so long as Mr. Riley
(or his designated replacement) serves on the Board to various
standstill provisions. Under the standstill provision, subject
to specified exceptions, the Reporting Persons and their
affiliates cannot, without specified prior consent of the
Board: (i) effect, offer, participate, propose to effect, or
cause any (x) tender offer or exchange offer, merger,
acquisition or other business combination involving the Issuer
or any of its subsidiaries; (y) any form of business
combination or acquisition or other transaction relating to a
material amount of assets or securities of the Company or any
of its subsidiaries or (z) any form of restructuring,
recapitalization or similar transaction with respect to the
Issuer or any of its subsidiaries; (ii) acquire, offer or
propose to acquire any of the Company's voting securities (or
beneficial ownership thereof), or rights or options to acquire
any voting securities if it would result in the Reporting
Persons and its Affiliates beneficially owning more that 9.9%
of the then outstanding Common Stock; (iii) engage in any
solicitation of proxies or consents to vote in opposition to
the recommendation of the Board; (iv) knowingly seek to
influence any person with respect to the voting of any
securities of the Company in opposition to the recommendation
of the Board; (v) knowingly seek to control or influence the
management or the policies of the Company; (vi) seek to
control the Board or initiate or take any action to obtain
representation on the Board, or seek the removal of any
director from the Board; (vii) seek to amend any provision of
the Company's Amended and Restated Articles of Incorporation
or Amended and Restated Bylaws except as may be approved by
the Board; (viii) grant any proxy rights with respect to the
Common Stock to any person not designated by the Company; (ix)
call or seek to have called any meeting of the shareholders of
the Company; (x) propose any matter for submission to a vote
of the shareholders of the Company; (xi) execute any written
consents, waiver or demand with respect to the Common Stock;
(xii) unless required by law, make any public disclosure,
announcement or statement in support of any non-Issuer proxy
solicitation, concerning the matters described in (i) through
(x) above, or negatively commenting upon the Issuer; and
(xiii) enter into any agreements with any third party with
respect to any of the foregoing. The standstill provisions
terminate when Mr. Riley (or his designated replacement) first
ceases to serve on the Board, but no earlier than June 30,
2009.
CUSIP No. 827057100 13D Page 8
The Settlement Agreement may be terminated by the
non-breaching party in the event of a material breach by any
party, subject to a five-business day cure period. The
Settlement Agreement will also be terminated if the Company's
definitive proxy statement is not filed with the SEC on or
prior to June 1, 2008 with the Mr. Riley as a nominee and the
2008 Annual Meeting is not held by July 1, 2008, in which case
RIP's nomination letter shall be deemed to have not been
withdrawn.
The foregoing description of the Settlement Agreement is
qualified in its entirety by reference to Exhibit A.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(c) In the ordinary course of business, BRC may effect
transactions in connection with its ordinary course market
making activities, as well as for customer transactions. The
following are transactions effected by the other Reporting
Persons in Common Stock that have taken place in the past 60
days:
TRANS
MASTER FUND CODE QUANTITY PRICE TRADE DATE
BY 13,122 3.04 5/1/2008
BY 60,000 3 5/5/2008
BY 25,616 2.96 5/6/2008
TRANS
INVESTMENT ADVISORY CLIENTS CODE QUANTITY PRICE TRADE DATE
BY 350,000 2.85 4/22/2008
BY 14,876 2.84 4/23/2008
BY 22,663 2.9953 5/2/2008
BY 41,721 2.9953 5/2/2008
TRANS
MANAGED ACCOUNT CODE QUANTITY PRICE TRADE DATE
SL 350,000 2.85 4/22/2008
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit A: Settlement Agreement, dated as of May 21, 2008, by and
among, the Issuer and the Reporting Persons, incorporated by
reference, to Exhibit 10.16 to the Issuer's Form 8-K, filed on May
23, 2008.
CUSIP No. 827057100 13D Page 9
SIGNATURE
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.
Date: May 23, 2008
Riley Investment Partners Master Fund, L.P.
By: Riley Investment Management LLC,
its General Partner
By: /s/ Bryant R. Riley
---------------------------------------
Bryant R. Riley, Managing Member
Riley Investment Management LLC
By: /s/ Bryant R. Riley
---------------------------------------
Bryant R. Riley, Managing Member
B. Riley & Co. Retirement Trust
By: /s/ Bryant R. Riley
---------------------------------------
Bryant R. Riley, Trustee
B. Riley & Co., LLC
By: s/ Bryant R. Riley
---------------------------------------
Bryant R. Riley, Chairman
By: /s/ Bryant R. Riley
---------------------------------------
Bryant R. Riley