This
Amendment amends in its entirety the Schedule 13G previously filed for the
month ended December 31, 2008.
Item
1.
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(a)
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Name
of Issuer
Verigy
Inc.
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(b)
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Address
of Issuer's Principal Executive Offices
No.
1 Yishun Ave 7, Singapore 768923
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Item
2.
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(a)
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Name
of Person Filing
This Statement
is being filed by and on behalf of Iridian Asset Management LLC
("Iridian"), David L. Cohen ("Cohen") and Harold J. Levy ("Levy")
(collectively, the "Reporting Persons").
Effective
June 30, 2009, Cohen and Levy indirectly acquired ownership and control of
100% of the equity interest of Iridian from BIAM (US) Inc., an indirect
wholly owned subsidiary of The Governor and Company of the Bank of
Ireland. Thus, on that date, Cohen and Levy may be deemed to have acquired
beneficially ownership of all shares of Common Stock beneficially owned by
Iridian.
Iridian
is majority owned by Arovid Associates LLC, a Delaware limited liability
company owned and controlled by the following: 12.5% by Cohen,
12.5% by Levy, 37.5% by LLMD LLC, a Delaware limited liability company,
and 37.5% by ALHERO LLC, a Delaware limited liability company. LLMD LLC is
owned 1% by Cohen, and 99% by a family trust controlled by Cohen. ALHERO
LLC is owned 1% by Levy and 99% by a family trust controlled by
Levy.
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(b)
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Address
of Principal Business Office or, if none, Residence
The
principal business address of the Reporting Persons is 276 Post Road West,
Westport, CT 06880-4704.
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(c)
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Citizenship
or Place of Organization
Iridian
is a Delaware limited liability company. Cohen and Levy are US
citizens.
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(d)
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Title
of Class of Securities
Common
Stock of Verigy Ltd..
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(e)
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CUSIP
Number
Y93691106
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Item
3.
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If
this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c),
check whether the person filing is a:
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(a)
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[
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Broker
or dealer registered under section 15 of the Act (15 U.S.C.
78o).
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(b)
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[
]
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Bank
as defined in section 3(a)(6) of the Act (15 U.S.C.
78c).
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(c)
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[
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Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C.
78c).
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(d)
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[
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Investment
company registered under section 8 of the Investment Company Act of 1940
(15 U.S.C 80a-8).
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(e)
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[ ]
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An
investment adviser in accordance with
§240.13d-1(b)(1)(ii)(E);
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(f)
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[
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An
employee benefit plan or endowment fund in accordance with
§240.13d-1(b)(1)(ii)(F);
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(g)
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[
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A
parent holding company or control person in accordance with §
240.13d-1(b)(1)(ii)(G);
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(h)
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[
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A
savings associations as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813);
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(i)
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[
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A
church plan that is excluded from the definition of an investment company
under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C.
80a-3);
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(j)
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[
x]
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Group,
in accordance with §240.13d-1(b)(1)(ii)(J).
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Item
4.
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Ownership.
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Not
Applicable.
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Item
5.
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Ownership
of Five Percent or Less of a Class
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If
this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more
than five percent of the class of securities, check the following [ X
].
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Item
6.
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Ownership
of More than Five Percent on Behalf of Another Person
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Not
Applicable
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Item
7.
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Identification
and Classification of the Subsidiary Which Acquired the Security Being
Reported on By the Parent Holding Company
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Not
Applicable.
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Item
8.
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Identification
and Classification of Members of the Group
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Iridian
is an investment adviser registered under Section 203 of the Investment
Advisers Act of 1940, and its principal business is managing a number of
accounts containing securities over which Iridian has voting and
dispositive power.
Each
of Messrs. Cohen and Levy has a controlling interest in Iridian, and
serves as Co-Chief Executive Officer and Co-Chief Investment Officer of
Iridian.
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Item
9.
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Notice
of Dissolution of Group
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Not
Applicable
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Item
10.
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Certification
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By signing below
the undersigned certifies that, to
the best of its or his knowledge and
belief, the securities referred to above
were acquired and are held in the ordinary course of
business and were not acquired and are not held for the purpose
of and do not have the effect of
changing or influencing the control of
the issuer of the securities and were not acquired
and are not held in connection with or as a participant in any transaction
having such purpose or effect.
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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.
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Date:
January 26, 2010
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Iridian
Asset Management LLC
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By:
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/s/ Jeffrey
M. Elliott
____________________________
Jeffrey
M. Elliott
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Title:
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Executive
Vice President
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David
L. Cohen
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By:
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/s/ Jeffrey
M. Elliott
_____________________________
Jeffrey
M. Elliott
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Title:
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Agent
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Harold
J.Levy
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By:
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/s/ Jeffrey
M. Elliott
_____________________________
Jeffrey
M. Elliott
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Title:
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Agent
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