UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE l3D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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:
Mr. 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)
March 23, 2010
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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): 9.3%*
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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-K of Silicon Storage
Technology, Inc. (the "Company") as filed with the Securities and Exchange
Commission on March 18, 2010, there were 115,395,609 shares of common stock, no
par value (the "Shares"), of the Company issued and outstanding as of March 8,
2010. 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, through one or more
entities, 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 Amendment No. 2 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.
This Amendment No. 2 ("Amendment No. 2") amends and supplements the Schedule 13D
(the "Schedule 13D") filed with the Securities and Exchange Commission (the
"SEC") by Stephen Feinberg on January 7, 2010 and Amendment No. 1 ("Amendment
No. 1") to the Schedule 13D filed with the SEC by Mr. Feinberg on February 24,
2010. Capitalized terms used herein shall have the meanings ascribed to them in
the Schedule 13D and Amendment No. 1, unless otherwise defined herein.
This Amendment No. 2 is being filed solely to disclose the termination of the
Voting Agreement pursuant to its terms on March 23, 2010.
Except as specifically provided herein, this Amendment No. 2 does not modify any
of the information previously reported in the Schedule 13D and Amendment No. 1.
Item 3. Source and Amount of Funds or Other Consideration.
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Item 3 is hereby amended by deleting the second paragraph thereof in
its entirety as a result of the termination of the Voting Agreement pursuant to
its terms on March 23, 2010.
Item 4. Purpose of Transaction.
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Item 4 is hereby amended by deleting the second paragraph thereof in
its entirety as a result of the termination of the Voting Agreement pursuant to
its terms on March 23, 2010.
Item 5. Interest in Securities of the Issuer.
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Item 5 is hereby amended by deleting it in its entirety and replacing
it with the following:
Based upon the information set forth in the Company's Form 10-K as
filed with the SEC on March 18, 2010, there were 115,395,609 Shares issued and
outstanding as of March 8, 2010. 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 Amendment
No. 2, for the purposes of Reg. Section 240.13d-3, Mr. Feinberg may be deemed to
beneficially own 10,762,583 Shares, or 9.3% of the Shares deemed issued and
outstanding as of that date.
Neither the filing of this Amendment No. 2 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 Amendment No. 2, since
the filing of Amendment No. 1, 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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Item 6 is hereby amended by deleting the second and third paragraphs
thereof in their entirety as a result of the termination of the Voting Agreement
pursuant to its terms on March 23, 2010.
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.
March 24, 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).