UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE l3D
Under the Securities Exchange Act of 1934
(Amendment No. ___)*
Silicon Storage Technology, Inc.
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(Name of Issuer)
Common Stock, No Par Value
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(Title of Class of Securities)
827057100
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(CUSIP Number)
with a copy to:
Stephen Feinberg Robert G. Minion, Esq.
c/o Cerberus Capital Management, L.P. Lowenstein Sandler PC
299 Park Avenue 1251 Avenue of the Americas
22nd Floor 18th Floor
New York, NY 10171 New York, NY 10020
(212) 891-2100 (973) 597-2424
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 28, 2009
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule l3G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 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 Section 240.13d-7 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
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
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1) Names of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only):
Stephen Feinberg
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2) Check the Appropriate Box if a Member of a Group (See Instructions):
(a) Not
(b) Applicable
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3) SEC Use Only
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4) Source of Funds (See Instructions): OO
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5) Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e): Not Applicable
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6) Citizenship or Place of Organization: United States
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Number of 7) Sole Voting Power: 0
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Shares Beneficially 8) Shared Voting Power: 10,762,583*
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Owned by
Each Reporting 9) Sole Dispositive Power: 0
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Person With 10) Shared Dispositive Power: 10,762,583*
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11) Aggregate Amount Beneficially Owned by Each Reporting Person: 10,762,583*
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12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions): Not Applicable
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13) Percent of Class Represented by Amount in Row (11): 11.2%*
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14) Type of Reporting Person (See Instructions): IA, IN
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* Based upon the information set forth in the Form 10-Q of Silicon Storage
Technology, Inc. (the "Company") as filed with the Securities and Exchange
Commission on November 9, 2009, there were 95,854,157 shares of common stock, no
par value (the "Shares"), of the Company issued and outstanding as of October
31, 2009. On December 28, 2009, Cerberus Capital Management, L.P. ("CCM")
entered into a binding term sheet (the "CCM Agreement") with Bing Yeh, the
Executive Chairman and Chief Executive Officer of the Company. The CCM Agreement
was entered into in connection with a potential acquisition of the Company by an
affiliate of CCM ("CCM Affiliate") through a proposed cash merger, whereby a
subsidiary of CCM Affiliate would merge with and into the Company with the
Company as the surviving entity and a wholly-owned subsidiary of CCM Affiliate.
Pursuant to the CCM Agreement, CCM may be deemed to have certain shared power to
vote and shared power to direct the disposition of the 10,762,583 Shares that
are the subject of the CCM Agreement. Stephen Feinberg is the sole shareholder
of Craig Court, Inc., the managing member of Craig Court GP, LLC, which is the
general partner of CCM. As a result of the foregoing, Mr. Feinberg possesses the
sole power to vote and the sole power to direct the disposition of all
securities of the Company beneficially owned by CCM. As a result, Mr. Feinberg
may be deemed to beneficially own 10,762,583 Shares. Neither the filing of this
Schedule 13D nor any of its contents shall be deemed to constitute an admission
by Mr. Feinberg or any other person that he or it is the beneficial owner of any
of the Shares referred to herein for purposes of Section 13(d) of the Securities
Exchange Act of 1934, as amended, or for any other purpose, and such beneficial
ownership is expressly disclaimed.
Item 1. Security and Issuer.
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The class of equity securities to which this Schedule 13D relates is
the common stock, no par value (the "Shares"), of Silicon Storage Technology,
Inc., a California corporation (the "Company"). The principal executive offices
of the Company are located at 1020 Kifer Road, Sunnyvale, California 94086.
Item 2. Identity and Background.
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The person filing this statement is Stephen Feinberg, whose business
address is 299 Park Avenue, 22nd Floor, New York, NY 10171. Mr. Feinberg is the
sole shareholder of Craig Court, Inc., the managing member of Craig Court GP,
LLC, which is the general partner of Cerberus Capital Management, L.P. ("CCM").
CCM, through one or more funds and/or accounts managed by it and/or its
affiliates (collectively, "Cerberus"), is engaged in the investment in property
of all kinds, including but not limited to capital stock, depository receipts,
subscriptions, warrants, bonds, notes, debentures, options and other securities
and instruments of varying kind and nature. Mr. Feinberg also provides
investment management and other services for various other third parties.
Mr. Feinberg has never been convicted in any criminal proceeding
(excluding traffic violations or similar misdemeanors), nor has he been a party
to any civil proceeding commenced before a judicial or administrative body of
competent jurisdiction as a result of which he was or is now subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws. Mr. Feinberg is a citizen of the United
States.
Item 3. Source and Amount of Funds or Other Consideration.
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On December 28, 2009, CCM entered into a binding term sheet (the "CCM
Agreement") with Bing Yeh, the Executive Chairman and Chief Executive Officer of
the Company, which is incorporated by reference herein as Exhibit 1 hereto. As a
result of the terms of the CCM Agreement, Mr. Feinberg may be deemed to
beneficially own 10,762,583 Shares.
Item 4. Purpose of Transaction.
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The CCM Agreement, which is described in Item 6 of this Schedule 13D,
was entered into in connection with a potential acquisition of the Company by an
affiliate of CCM ("CCM Affiliate") through a proposed cash merger, whereby a
subsidiary of CCM Affiliate would merge with and into the Company with the
Company as the surviving entity and a wholly-owned subsidiary of CCM Affiliate
(the "Proposed Merger"). Pursuant to the terms of the CCM Agreement, Mr. Yeh
agreed, following the termination of that certain Voting Agreement, dated as of
November 13, 2009, between Mr. Yeh, Technology Resources Holdings, Inc. and
Technology Resources Merger Sub, Inc. (the "TRH Agreement"), to (i) vote the
10,762,583 Shares which are the subject of the CCM Agreement in favor of the
Proposed Merger and against any alternative transaction and not to sell or
otherwise transfer the Shares during the term of the CCM Agreement, and (ii)
contribute the 10,762,583 Shares to CCM Affiliate simultaneously with the
consummation of the Proposed Merger and not to contribute or exchange, or enter
into an agreement to contribute or exchange, the 10,762,583 Shares in connection
with an alternative transaction.
Item 5. Interest in Securities of the Issuer.
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Based upon the information set forth in the Company's Form 10-Q as
filed with the Securities and Exchange Commission on November 9, 2009, there
were 95,854,157 Shares issued and outstanding as of October 31, 2009. Pursuant
to the terms of the CCM Agreement, CCM may be deemed to have certain shared
power to vote and shared power to direct the disposition of the 10,762,583
Shares that are the subject of the CCM Agreement. Stephen Feinberg is the sole
shareholder of Craig Court, Inc., the managing member of Craig Court GP, LLC,
which is the general partner of CCM. As a result of the foregoing, Mr. Feinberg
possesses the sole power to vote and the sole power to direct the disposition of
all securities of the Company beneficially owned by CCM. As a result, as of the
filing date of this Schedule 13D, for the purposes of Reg. Section 240.13d-3,
Mr. Feinberg may be deemed to beneficially own 10,762,583 Shares, or 11.2% of
the Shares deemed issued and outstanding as of that date.
Neither the filing of this Schedule 13D nor any of its contents shall
be deemed to constitute an admission by Mr. Feinberg or any other person that he
or it is the beneficial owner of any of the Shares referred to herein for
purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or
for any other purpose, and such beneficial ownership is expressly disclaimed.
Other than the transactions described in this Schedule 13D, during the
sixty days on or prior to the filing date of this Schedule 13D, there were no
transactions effected in the Shares, or securities convertible into, exercisable
for or exchangeable for the Shares, by Mr. Feinberg or any person or entity
controlled by him or any person or entity for which he possesses voting or
investment control over the securities thereof.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
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Pursuant to the CCM Agreement, among other things, Mr. Yeh agreed,
following termination of the TRH Agreement, to (i) vote the 10,762,583 Shares
that are the subject of the CCM Agreement in favor of the Proposed Merger and
against any alternative transaction and not to sell or otherwise transfer the
Shares during the term of the CCM Agreement, and (ii) contribute the 10,762,583
Shares to CCM Affiliate simultaneously with the consummation of the Proposed
Merger and not to contribute or exchange, or enter into an agreement to
contribute or exchange, the 10,762,583 Shares in connection with an alternative
transaction. In connection with the contribution of the 10,762,583 Shares to CCM
Affiliate, Mr. Yeh would receive a pro-rata interest in CCM Affiliate based on
the value of the 10,762,583 Shares contributed by Mr. Yeh and the amount of cash
contributed by Cerberus to capitalize CCM Affiliate. The obligations of the
parties set forth in the CCM Agreement terminate upon the earlier of (i) the six
month anniversary of the date of execution of the CCM Agreement and (ii) the
date CCM voluntarily withdraws from pursuing the Proposed Merger. The
descriptions of the CCM Agreement set forth herein are qualified in their
entirety by reference to the complete agreement governing such matters, which is
incorporated by reference herein as Exhibit 1 hereto.
Except as otherwise described herein, no contracts, arrangements,
understandings or similar relationships exist with respect to the securities of
the Company between Stephen Feinberg or Cerberus and any other person or entity.
Item 7. Material to be Filed as Exhibits.
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1. Bing Yeh Equity Investment Term Sheet, between Bing Yeh and
Cerberus Capital Management, L.P.
Signature
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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.
January 7, 2010
/s/ Stephen Feinberg
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Stephen Feinberg, on behalf of Craig
Court, Inc., the managing member of
Craig Court GP, LLC, the general partner
of Cerberus Capital Management, L.P.
Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (See 18 U.S.C. 1001).
EXHIBIT 1
BING YEH EQUITY INVESTMENT TERM SHEET
The following term sheet (this "Term Sheet") summarizes the principal
terms of the proposed equity investment by Bing Yeh ("Yeh") in a newly formed
affiliate of Cerberus Capital Management, L.P. ("Parent") (such proposed
investment, the "Investment"), to be completed simultaneously with the
consummation of the acquisition of Silicon Storage Technologies, Inc. ("SST") by
Parent through a cash merger of a subsidiary of Parent ("Acquisition Sub") with
and into SST (the "Merger"), whereupon SST shall continue as the surviving
corporation (SST in such surviving capacity, the "Company"). Unless otherwise
defined herein, capitalized terms used herein shall have the meanings set forth
in the form of agreement and plan of merger (the "Merger Agreement") to be
entered into among SST, Parent and Acquisition Sub.
1. Capitalization of Parent
Parent shall be capitalized by Cerberus with an amount of equity equal
to (i) the Aggregate Merger Consideration (assuming no Dissenting
Shares), plus (ii) the aggregate Per Share Option Consideration, plus
(iii) the transaction expenses, less (iv) the Company Distribution
(the "Cash Contribution").
Parent shall be capitalized by Yeh with 10,762,583 shares of Common
Stock of SST (the "Stock Contribution").
Cerberus and Yeh will each hold a pro-rata interest in Parent based on
the amount of the Cash Contribution as compared to the value of the
Stock Contribution based on the per share Merger Consideration.
2. Governance and Other Rights
Yeh's Investment in Parent will contain terms, conditions and minority
protections relating to, among other things, governance, information
rights and transfer restrictions that are customary to those that
Cerberus has provided to similarly positioned co-investors in other
transactions.
3. Voting Agreement
Yeh hereby agrees that, following termination of the Voting Agreement,
dated as of November 13, 2009, by and among Technology Resources
Holdings, Inc. and Yeh, he will vote his shares solely in favor of the
Merger, and against any Alternative Transaction, and Yeh will not sell
or otherwise transfer his shares of SST Common Stock during the term
of this Term Sheet.
4. Contribution Agreement
Yeh hereby agrees that, following termination of the Contribution
Agreement, dated as of November 13, 2009, by and among Technology
Resources Holdings, Inc., Yaw-Wen Hu and Yeh, he will contribute his
shares of Common Stock of SST as set forth in paragraph 1 above, and
will not contribute or exchange, or enter into an agreement to
contribute or to exchange, the shares of Common Stock of SST held by
him in connection with any Alternative Transaction.
5. Term
The obligations of the parties hereto under this Term Sheet shall
terminate on the earlier of (i) the six month anniversary of the date
hereof and (ii) the date Cerberus voluntarily withdraws from pursuing
the Merger.
The parties acknowledge that this Term Sheet is intended to serve as a
binding agreement on all parties hereto with regard to the matters set forth
herein.
Agreed and Accepted as of
December 28, 2009 by:
Cerberus Capital Management, L.P.
By: /s/ Alex Wolf
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Name: Alex Wolf
Title: Managing Director
Agreed and Accepted as of
December 28, 2009 by:
/s/ Bing Yeh
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Bing Yeh