- Amended Statement of Beneficial Ownership (SC 13D/A)
August 13 2010 - 3:42PM
Edgar (US Regulatory)
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13D
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Under the Securities Exchange Act
of 1934
(Amendment No. 1)*
(Name of Issuer)
Common
Stock, par value $0.001 per share
(Title of Class of Securities)
(CUSIP Number)
Jean
A.W. Schreurs
c/o
NXP B.V.
High
Tech Campus 60
5656
AG
Eindhoven,
The Netherlands
+31-40-27-28686
(Name, Address and
Telephone Number of Person
Authorized to Receive Notices and Communications)
(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 Rule 13d-1(e), 13d-1(f) or 13d-1(g),
check the following box
o
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Note
.
Schedules filed in paper format shall include a
signed original and five copies of the schedule, including all exhibits. See Rule
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).
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CUSIP No.
92763R104
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1.
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Name of Reporting Person
NXP B.V.
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2.
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Check the Appropriate Box
if a Member of a Group:
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(a)
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o
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(b)
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o
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3.
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SEC Use Only
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4.
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Source of Funds
OO(1)
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5.
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Check Box if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(e) or 2(f)
o
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6.
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Citizenship or Place of Organization
The Netherlands
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power
2,500,000
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8.
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Shared Voting Power
-0-
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9.
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Sole Dispositive Power
2,500,000
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10.
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Shared Dispositive Power
-0-
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11.
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Aggregate Amount
Beneficially Owned by Each Reporting Person
2,500,000
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12.
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Check Box if the Aggregate
Amount in Row (11) Excludes Certain Shares
o
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13.
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Percent of Class
Represented by Amount in Row (11)
9.61%(2)
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14.
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Type of Reporting Person
OO
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(1)
See Item 3.
(2)
The calculation of the percentage of
outstanding shares of Virage Logic Corporation (the “
Issuer
”) common
stock held by NXP B.V. is based on 26,020,760 shares of the Issuer’s common
stock outstanding as of July 30, 2010, as reported in the Issuer’s Quarterly
Report on Form 10-Q filed with Securities and Exchange Commission on August 9,
2010.
2
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CUSIP No.
92763R104
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1.
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Name of Reporting Person
NXP Semiconductors N.V. (formerly known as KASLION Acquisition B.V.)
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2.
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Check the Appropriate Box
if a Member of a Group:
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(a)
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o
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(b)
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o
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3.
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SEC Use Only
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4.
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Source of Funds
OO(3)
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5.
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Check Box if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(e) or 2(f)
o
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6.
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Citizenship or Place of Organization
The Netherlands
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power
2,500,000
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8.
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Shared Voting Power
-0-
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9.
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Sole Dispositive Power
2,500,000
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10.
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Shared Dispositive Power
-0-
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11.
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Aggregate Amount
Beneficially Owned by Each Reporting Person
2,500,000
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12.
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Check Box if the Aggregate
Amount in Row (11) Excludes Certain Shares
o
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13.
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Percent of Class
Represented by Amount in Row (11)
9.61%(4)
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14.
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Type of Reporting Person
OO
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(3)
See Item 3.
(4)
See footnote 2 above.
3
EXPLANATORY NOTE
The
Reporting Persons are filing this Amendment No. 1 on Schedule 13D (this “
Amendment
No. 1
”) to amend the Schedule 13D filed on November 24, 2009 (as
amended by this Amendment No. 1, the “
13D Filing
”). Capitalized terms used herein, but not
otherwise defined herein, shall have the meanings ascribed to such terms in the
13D Filing. Except as specifically
amended and supplemented by this Amendment No. 1, the 13D Filing remains
in full force and effect.
On
August 5, 2010, in connection with the initial public offering (the “
NXP
IPO
”) of the common stock of NXP Semiconductors N.V. (formerly known as
KASLION Acquisition B.V., “
NXP Semiconductors
”), KASLION Holding B.V.,
which prior to the NXP IPO was the majority shareholder of NXP B.V., and
KASLION S.à r.l., the sole shareholder of KASLION Holding B.V., entered
liquidation, and it is the understanding of the Reporting Persons that
effective as of such date, KASLION Holding B.V. and KASLION S.à r.l. ceased to
hold any beneficial ownership in shares of the Common Stock held by NXP B.V.
and are no longer Reporting Persons hereunder.
Item 2.
Identity and Background.
Paragraphs
(a), (b) and (c) of Item 2 are hereby amended and restated as
follows:
(a) The 13D Filing is being filed jointly by
NXP B.V., a limited liability company organized under the laws of The
Netherlands (“
NXP
”) and its sole shareholder, NXP Semiconductors N.V., a
public limited liability company organized under the laws of The Netherlands
(formerly known as KASLION Acquisition B.V., “
NXP Semiconductors
”, and
together with NXP, the “
Reporting Persons
”).
The name of each executive officer and director of
NXP and NXP Semiconductors (collectively, the “
Executive Officers and
Directors
”) is set forth in Schedule I hereto and is incorporated by
reference herein.
(b) The principal executive offices of NXP and
NXP Semiconductors are located at High Tech Campus 60, 5656 AG, Eindhoven, The
Netherlands.
The business address for each Executive Officer and
Director is set forth in Schedule I hereto and is incorporated by reference
herein.
(c) The principal business of NXP is the
manufacture and supply of application-specific semiconductors and related
semiconductor components. NXP
Semiconductors is principally engaged in the business of serving as the sole
shareholder of NXP. The present
principal occupation or employment of each Executive Officer and Director is
set forth in Schedule I hereto and is incorporated by reference herein.
Item 5.
Interest in Securities of the Issuer.
Item
5 of the 13D Filing is hereby amended and restated as follows:
4
The information contained on the cover pages to
Amendment No. 1 is hereby incorporated herein by reference.
All calculations of percentage ownership in the 13D
Filing are based on 26,020,760 shares of the Issuer’s common stock outstanding
as of July 30, 2010, as reported in the Issuer’s Quarterly Report on Form 10-Q
filed with Securities and Exchange Commission on August 9, 2010.
(a) As of August 11, 2010, NXP
beneficially owns an aggregate of 2,500,000 shares, or 9.61% of the outstanding
shares of Common Stock. NXP
Semiconductors, as sole shareholder of NXP controls NXP and accordingly, may be
deemed to beneficially own the shares of Common Stock held by NXP. NXP Semiconductors disclaims such beneficial
ownership, except to the extent of its pecuniary interest in such shares.
To the best of the Reporting Persons’ knowledge,
none of the individuals listed in Schedule I beneficially own any shares of
Common Stock.
(b) See rows 7 — 10 of each cover page for
information on the power to vote or direct the vote and the power to dispose or
direct the disposition of shares of Common Stock by the Reporting Persons.
(c) Except as set forth in the 13D
Filing, none of the Reporting Persons
or, to the best of the Reporting Persons’ knowledge, any Executive Officer or
Director has effected any transactions in shares of Common Stock during the
past 60 days.
(d) No person other than the Reporting Persons
has the right to receive or the power to direct the receipt of dividends from,
or the proceeds from the sale of the shares of Common Stock reported in Item
5(a).
(e) Not applicable
Item 6.
Contracts,
Arrangements, Understandings or Relationships with Respect to Securities of the
Issuer.
Item
6 of the 13D Filing is hereby amended and supplemented by adding the following
new paragraph at the end thereof:
On August 11, 2010, NXP received a repurchase
notice from the Issuer (the “
Repurchase Notice
”) stating that the Issuer
was exercising its option to repurchase 833,333 Shares on August 26, 2010,
for $5,186,498 or $6.2238 per Share, which is equal to approximately 115% of
the Reference Price, in accordance with the terms of the Purchase Agreement
repurchase provisions described above.
In the Repurchase Notice, the Issuer has reserved the right to (i) rescind
the Repurchase Notice in the event the Agreement and Plan of Merger, dated as
of June 9, 2010, by and among the Issuer, Synopsys, Inc. and Vortex
Acquisition Corp., has been terminated or (ii) delay the repurchase
contemplated by the Repurchase Notice by written notice not less than ten
Business Days in advance of the new repurchase date.
5
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.
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Dated:
August 13, 2010
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NXP
B.V.
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By: NXP
Semiconductors N.V., its Director
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By:
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/s/
Richard L. Clemmer
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Name: Richard
L. Clemmer
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Title: Chief
Executive Officer
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NXP
SEMICONDUCTORS N.V.
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By:
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/s/
Richard L. Clemmer
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Name: Richard
L. Clemmer
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Title: Chief
Executive Officer
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6
SCHEDULE I
The
name, citizenship and present principal occupation or employment of each
executive officer and director of NXP B.V. and NXP Semiconductors N.V. are set
forth below. Unless otherwise stated,
the business address for each executive officer and director of NXP B.V. and
NXP Semiconductors N.V. is High Tech Campus 60, 5656 AG Eindhoven, The
Netherlands.
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Name
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Present Principal Occupation or
Employment
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NXP
B.V.
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Karl-Henrik
Sundström
Citizen
of Sweden
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Executive
Vice President and Chief Financial Officer of NXP Semiconductors N.V., and
Executive Vice President and Chief Financial Officer of NXP B.V.
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Christopher
Paul Belden
Citizen
of the United States
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Member
of the Management Team and Senior Vice President Operations of NXP B.V.,
Executive Vice President and General Manager of Operations of NXP
Semiconductors N.V.
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Guido
Rudolf Clemens Dierick
Citizen
of the Netherlands
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Member
of the Management Team and Senior Vice President and General Counsel of NXP
B.V., and Senior Vice President, General Counsel and Secretary of NXP
Semiconductors N.V.
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Alexander
Friedrich Michael Everke
Citizen
of Germany
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Member
of the Management Team, Executive Vice President and General Manager
Multimarket Semiconductors Business Unit of NXP B.V., and Executive Vice
President of NXP Semiconductors N.V.
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Mark
Arjen Hamersma
Citizen
of the Netherlands
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Member
of the Management Team, Senior Vice President Business Development of NXP
B.V., and Senior Vice President of NXP Semiconductors N.V.
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Pieter
Hendricus Kleij
Citizen
of the Netherlands
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Member
of the Management Team, Senior Vice President, Human Resource Management of
NXP B.V., and Senior Vice President, Human Resource Management of NXP
Semiconductors N.V.
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Michael
Edward Noonen
Citizen
of the United States
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Member
of the Management Team, Senior Vice President Global Sales of NXP B.V., and
Executive Vice President Global Sales of NXP Semiconductors N.V.
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René
Gerardus Maria Penning de Vries
Citizen
of the Netherlands
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Member
of the Management Team, Senior Vice President and Chief Technology Officer of
NXP Semiconductors N.V., Senior Vice President and Chief Technology Officer
of NXP B.V.
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Eckhard
Ruediger Stroh
Citizen
of Germany
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Member
of the Management Team, Senior Vice President and General Manager
Identification Business of NXP B.V., and Senior Vice President and General
Manager Identification Business of NXP Semiconductors N.V.
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Frans Scheper
Citizen
of the Netherlands
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Senior
Vice President and General Manager for the Standard Products Business of NXP
B.V., and Senior Vice President and General Manager for the Standard Products
Business of NXP Semiconductors N.V.
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7
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Name
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Present Principal Occupation or
Employment
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Kurt Sievers
Citizen
of Germany
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Senior
Vice President and General Manager for the High Performance Business of NXP
B.V., and Senior Vice President and General Manager for the High Performance
Business of NXP Semiconductors N.V.
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NXP
Semiconductors N.V.
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Richard
L. Clemmer
Citizen
of the United States
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President
and Chief Executive Officer of NXP Semiconductors N.V.
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Karl-Henrik
Sundström
Citizen
of Sweden
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Executive
Vice President and Chief Financial Officer of NXP Semiconductors N.V., and
Executive Vice President and Chief Financial Officer of NXP B.V.
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Christopher
Paul Belden
Citizen
of the United States
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Member
of the Management Team and Senior Vice President Operations of NXP B.V.,
Executive Vice President and General Manager of Operations of NXP
Semiconductors N.V.
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Guido
Rudolf Clemens Dierick
Citizen
of The Netherlands
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Member
of the Management Team and Senior Vice President and General Counsel of NXP
B.V., and Senior Vice President, General Counsel and Secretary of NXP
Semiconductors N.V.
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Alexander
Friedrich Michael Everke
Citizen
of Germany
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Member
of the Management Team, Executive Vice President and General Manager
Multimarket Semiconductors Business Unit of NXP B.V., and Executive Vice
President of NXP Semiconductors N.V.
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Mark
Arjen Hamersma
Citizen
of The Netherlands
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Member
of the Management Team, Senior Vice President Business Development of NXP
B.V., and Senior Vice President of NXP Semiconductors N.V.
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Pieter
Hendricus Kleij
Citizen
of The Netherlands
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Member
of the Management Team, Senior Vice President, Human Resource Management of
NXP B.V., and Senior Vice President, Human Resource Management of NXP
Semiconductors N.V.
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Michael
Edward Noonen
Citizen
of the United States
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Member
of the Management Team, Senior Vice President Global Sales of NXP B.V., and
Executive Vice President Global Sales of NXP Semiconductors N.V.
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René
Gerardus Maria Penning de Vries
Citizen
of The Netherlands
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Member
of the Management Team, Senior Vice President and Chief Technology Officer of
NXP Semiconductors N.V., Senior Vice President and Chief Technology Officer
of NXP B.V.
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Eckhard
Ruediger Stroh
Citizen
of Germany
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Member
of the Management Team, Senior Vice President and General Manager
Identification Business of NXP B.V., and Senior Vice President and General
Manager Identification Business of NXP
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Name
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Present Principal Occupation or
Employment
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Semiconductors
N.V.
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Frans Scheper
Citizen
of the Netherlands
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Senior
Vice President and General Manager for the Standard Products Business of NXP
B.V., and Senior Vice President and General Manager for the Standard Products
Business of NXP Semiconductors N.V.
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Kurt Sievers
Citizen
of Germany
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Senior
Vice President and General Manager for the High Performance Business of NXP
B.V., and Senior Vice President and General Manager for the High Performance
Business of NXP Semiconductors N.V.
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Peter
Leahy Bonfield
Citizen
of the United Kingdom
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Non—executive
director and Chairman of the board of NXP Semiconductors N.V., and director
on boards of Telefonaktiebolaget LM Ericsson, Taiwan Semiconductor
Manufacturing Company Limited, Mentor Graphics Corporation and Sony
Corporation
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Johannes
Huth
Citizen
of Germany
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Non-executive
director and Vice-Chairman of the board of NXP Semiconductors N.V., director
of Kohlberg Kravis Roberts & Co., Europe, and director on boards of
Kohlberg Kravis Roberts & Co. Ltd., ProSiebenSat.1 Media AG
(chairman), Kion Holding GmbH and BMG-Bertelsmann Music Group
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Nicolas
Cattelain
Citizen
of France
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Non-executive
director of the board of NXP Semiconductors N.V. and director of Kohlberg
Kravis Roberts & Co., Europe
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Eric
Paul Coutinho
Citizen
of the Netherlands
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Non-executive
director of the board of NXP Semiconductors N.V., and Chief Legal Officer of
Koninklijke Philips Electronics N.V. and member of its group management
committee
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Egon
Durban
Citizen
of Germany
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Non-executive
director of the board of NXP Semiconductors N.V., and Managing Director of
Silver Lake Partners
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Kenneth
A. Goldman
Citizen
of the United States
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Non-executive
director of the board of NXP Semiconductors N.V., Senior Vice President and
Chief Financial Officer of Fortinet, Inc, and director on boards of
BigBand Networks, Inc., Infinera, Inc. and several private
companies
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Josef
Kaeser (as of September 1, 2010)
Citizen
of Germany
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Non-executive
director of the board of NXP Semiconductors N.V., Vice President and Chief
Financial Officer of Siemens AG, member of managing board of Siemens AG, and
director on boards of Siemens Ltd., India, Bayerische Börse AG, Siemens
Enterprise Communications and Nokia Siemens Networks
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Ian
Loring
Citizen
of the United States
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Non-executive
director of the board of NXP Semiconductors N.V., Managing Director of Bain
Capital Partners, and director on boards of Clear Channel Communications
Inc., The
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Name
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Present Principal Occupation or
Employment
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Weather
Channel Inc., Warner Music Group Corporation, Denon & Marantz and
Contec Co. Ltd.
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Michel
Plantevin
Citizen
of France
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Non-executive
director of the board of NXP Semiconductors N.V., Managing Director of Bain Capital
Partners, and director on boards of FCI S.A. and Brakes Group
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Richard
Charles Wilson
Citizen
of the United Kingdom
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Non-executive
director of the board of NXP Semiconductors N.V., and Partner of Apax
Partners
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10
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